AGREEMENT AND PLAN OF MERGER

                AGREEMENT AND PLAN OF MERGER dated as of September 8, 1995, 
by and among Financial Benefit Group, Inc., a Delaware corporation (the 
"Company"), AmVestors Financial Corporation, a Kansas corporation ("Parent"), 
and AmVestors Acquisition Subsidiary, Inc., a Delaware corporation and a 
wholly-owned subsidiary of Parent ("Merger Subsidiary").

                WHEREAS, the Boards of Directors of Parent, Merger Subsidiary 
and the Company deem it advisable and in the best interests of their 
respective stockholders that Parent acquire the Company, and such Boards of 
Directors have approved the merger of the Company with and into the Merger 
Subsidiary upon the terms and subject to the conditions set forth herein; 

                WHEREAS, for federal income tax purposes, it is intended that 
the Merger shall qualify as a reorganization within the meaning of Section 
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and

                WHEREAS, Parent wishes for no more than 150,000 shares of 
Parent Stock (as hereinafter defined) to be issuable pursuant to the exercise 
of FBG Options (as hereinafter defined) after the Closing Date (as 
hereinafter defined);

                NOW, THEREFORE, in consideration of the foregoing and the 
respective representations, warranties, covenants and agreements set forth 
herein, the parties hereto agree as follows:

ARTICLE 1
THE MERGER

                      SECTION 1.1.
THE MERGER. (a) Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 1.1(b)), the 
Company shall be merged with and into the Merger Subsidiary (the "Merger") in 
accordance with the Delaware General Corporation Law (the "DGCL"), whereupon 
the separate existence of the Company shall cease, and the Merger Subsidiary 
shall be the surviving corporation (the "Surviving Corporation").

                      (b)The consummation of the Merger (the "Closing") shall
take place (i) at the offices of Bryan Cave LLP, 
St. Louis at 10:00 A.M., on such date (the "Closing Date") as Parent shall 
notify the Company in writing not less than five days prior thereto, which 
date shall not be more than 10 days after the last of the conditions set 
forth in Article 8 hereof shall be satisfied or waived in accordance with 
this Agreement, or (ii) such other place, time and date as the parties hereto 
shall agree.  Prior to the Closing, Merger Subsidiary and the Company shall 
execute and deliver to the Secretary of State of the State of Delaware, a 
Certificate of Merger in proper form for filing under the DGCL on the day of 
the Closing, and the Merger shall become effective upon the filing of the 
Certificate of Merger with the Secretary of State of the State of Delaware or 
at such later time as may be specified in the Certificate of Merger, such 
time being herein called the "Effective Time."

                      (c)The Merger shall have the effects set forth in the
DGCL.  Without limiting the generality of the 
foregoing, at the Effective Time (i) the Surviving Corporation shall possess 
all assets and property of every description, and every interest therein, 
wherever located, and the rights, privileges, immunities, powers, franchises, 
and authority, of a public as well as of a private nature, of each of the 
Company and the Merger Subsidiary and all obligations belonging to or due 
each of them shall be vested in the Surviving Corporation without further act 
or deed; (ii) title to any real estate or any interest therein vested in 
either of the Company or the Merger Subsidiary shall not revert or in any way 
be impaired by reason of the Merger; (iii) all rights of creditors and all 
liens on any property of the Company and the Merger Subsidiary shall be 
preserved unimpaired; and (iv) the Surviving Corporation shall be liable for 
all the obligations of the Company and the Merger Subsidiary, and any claim 
existing, or action or proceeding pending, by or against either of them, may 
be prosecuted to judgment with the right of appeal, as if the Merger had not 
taken place.
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                      SECTION 1.2.    CONVERSION OF SHARES. 
(a) Prior to the Effective Time, each issued and outstanding share of the 
Company's Class B common stock, par value $.01 per share ("Company B Stock") 
shall be converted into 1.35 shares of the Company's Class A common stock 
("Company A Stock") (the shares of Company B Stock and Company A Stock are 
hereinafter referred to collectively as "Shares" and in the singular as a 
"Share"), in accordance with the provisions of the Company's restated 
Certificate of Incorporation.

                      (b)At the Effective Time, by virtue of the Merger and
without any action on the part of the holder thereof:

                      (i)each Share held by the Company as treasury stock or
owned by Parent or any subsidiary of Parent 
immediately prior to the Effective Time shall be canceled, retired, and shall 
cease to exist, and no payment shall be made with respect thereto;

                      (ii)each share of common stock of Merger Subsidiary
issued
and outstanding immediately prior to the 
Effective Time shall be converted into and become one share of common stock 
of the Surviving Corporation with the same rights, powers and privileges as 
the shares so converted and such shares in the aggregate shall constitute the 
only outstanding shares of capital stock of the Surviving Corporation; and
                (iii)  each Share outstanding immediately prior to the 
Effective Time shall, except as otherwise provided in Section 1.2(b)(i), be 
converted into the right to receive (X) the Cash Portion Per Share (as 
defined in Section 1.2(d)), plus (Y) a Parent Warrant Fraction (as defined in 
Section 1.2(e)) of a Parent Warrant (as defined in Section 1.2(e)) as 
determined pursuant to Section 1.2(e)), plus (Z) that number of shares of 
common stock, no par value, of Parent (the "Parent Stock") equal to $5.00 
minus the Cash Portion Per Share ("Stock Portion Per Share"), divided by the 
Parent Stock Price (as defined below), if the Parent Stock Price is greater 
than or equal to $10.50 and less than or equal to $13.25; that number of 
shares of Parent Stock equal to the Stock Portion Per Share divided by 
$10.50, if the Parent Stock Price is less than $10.50; and that number of 
shares equal to the Stock Portion Per Share divided by $13.25 if the Parent 
Stock Price is greater than $13.25, in any such case carried to the fourth 
decimal place (such amount of stock as so determined being herein referred to 
as the "Stock Per Share Amount").  If the Parent Stock Price is greater than 
$14.50 or less than $9.50 this Agreement may be terminated in accordance with 
the provisions of Section 9.1(h) hereto.

                        (c)The average of the closing prices of the Parent
Stock
for the twenty trading day period ending the 
third trading day prior to the Closing ("Pricing Date") shall be defined as 
the "Parent Stock Price".  The closing price for each day shall be the last 
sale price, regular way, as reported in the principal consolidated 
transaction reporting system for securities listed on New York Stock 
Exchange.

                        (d)The "Cash Portion Per Share" shall be equal to the
amount obtained by dividing (i) $10 million (or 
such greater amount not exceeding $15 million that Parent may determine in 
its sole discretion) minus any amounts payable to holders of FBG Options (as 
defined in Section 3.7(b)) pursuant to Sections 1.5(c), 1.5(d) and 1.5(e), by 
(ii) the number of Shares outstanding immediately prior to the Effective 
Time.

                        (e)A "Parent Warrant" shall be the right to purchase
one
share of Parent Stock.  The "Parent Warrant 
Fraction" shall be that fraction of a Parent Warrant equal in value to $.31 
as determined by the Black-Scholes model in the Equity Option Calculator licen
sed by Bloomberg L.P. with the following assumptions used for such model: (i) 
a Parent Warrant shall be exercisable for a period of six years following the 
Pricing Date; (ii) the exercise price shall be equal to 135% of the Parent 
Stock Price; (iii) the option type will be American; (iv) the options will be 
"dilutive"; (v) the volatility rate shall be the rate prescribed by the 
Bloomberg model as of the Pricing Date; (vi) the semi-annual risk-free 
interest rate as prescribed by the Bloomberg model as of the Pricing Date 
shall be used; (vii) a cash dividend of $.075 per share of Parent Stock on 
April 13 of each year; and (viii) the number of shares of Parent Stock 
outstanding following the Merger.  Parent Warrants shall
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be represented by 
warrant certificates with the terms attached as Schedule IV hereto and issued 
pursuant to a warrant agreement, the language of which will be negotiated by 
the parties prior to the mailing of the proxy statements as described herein 
("Warrant Agreement").

                     (f)The Cash Portion Per Share, and the fraction of Parent
Warrant and the Parent Stock into which a Share is 
converted pursuant to the Merger, are referred to herein as the "Merger 
Consideration".

                SECTION 1.3.        SURRENDER AND 
PAYMENT. (a) Prior to the Effective Time, Parent shall appoint an agent (the
"Exchange Agent") for the purpose of exchanging 
certificates representing Shares for the Merger Consideration.  At and after 
the Effective Time as required, Parent will deposit with the Exchange Agent 
the Merger Consideration to be paid in respect of the Shares.  Promptly after 
the Effective Time, Parent will send, or will cause the Exchange Agent to 
send, to each holder of Shares at the Effective Time a letter of transmittal 
for use in such exchange (which, among other things, shall specify that the 
delivery shall be effected, and risk of loss and title shall pass, only upon 
proper delivery of the certificates representing Shares to the Exchange 
Agent).

                     (b)Each holder of Shares, upon surrender to the Exchange
Agent of a certificate or certificates representing 
such Shares together with a properly completed letter of transmittal covering 
such Shares, will receive the Merger Consideration payable in respect of such 
Shares.  Until so surrendered, each such certificate shall, after the 
Effective Time, represent for all purposes only the right to receive such 
Merger Consideration.  The shares of Parent Stock constituting the Merger 
Consideration shall be deemed to have been issued at the Effective Time.

                     (c)If any portion of the Merger Consideration is to be
paid
to a Person other than the registered holder of 
the Shares represented by the certificate or certificates surrendered in 
exchange therefor, it shall be a condition to such payment that the certificat
e or certificates so surrendered shall be properly endorsed or otherwise be 
in proper form for transfer and the Person requesting such payment shall pay 
to the Exchange Agent any transfer or other taxes required as a result of 
such payment to a Person other than the registered holder of such Shares or 
establish to the satisfaction of the Exchange Agent that such tax has been 
paid or is not applicable.  For purposes of this Agreement, "Person" means an 
individual, a corporation, a limited liability company, a partnership, an 
association, a trust or any other entity or organization, including a 
government or political subdivision or any agency or instrumentality thereof.

             (d)  After the Effective Time, there shall be no further
registration of transfers of Shares by the Company.  If, 
after the Effective Time, certificates representing Shares are presented to 
the Surviving Corporation, they shall be canceled and exchanged for the 
Merger Consideration provided for, and in accordance with the procedures set 
forth, in this Article 1.

             (e)  Any portion of the Merger Consideration made available to
the
Exchange Agent pursuant to Section 1.3(a) and not 
exchanged for Shares shall be returned by the Exchange Agent to Parent at 
such time and from time to time as Parent may request, provided that such 
return shall not relieve Parent of its obligation to make cash and Parent 
Stock available to the Exchange Agent as required by Section 1.3(a).  At such 
time as Parent may determine, provided that such time shall not be earlier 
than six (6) months following the Effective Time, Parent may discharge the 
Exchange Agent, in which event Parent shall thereafter act as Exchange Agent.

             (f)  No holder of any unsurrendered certificates representing
Shares shall have the right to vote the Parent Stock 
receivable in exchange for such certificates until such certificates are 
surrendered as provided in this Section 1.3.  Following such surrender, such 
holder shall have the right to vote the Parent Stock for any meeting the 
record date of which is after the date of such surrender.  No dividends or 
other distributions with respect to the Parent Stock constituting part of the 
Merger Consideration shall be paid to the holder of any unsurrendered 
certificates representing Shares until such certificates are surrendered as 
provided in this Section 1.3.  Upon such surrender, there shall be paid, 
without interest, to the person in whose name the certificates representing 
the
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Parent Stock into which such Shares were converted are registered, all 
dividends and other distributions payable in respect of such Parent Stock on 
a date subsequent to, and in respect of a record date after, the Effective Tim
e and prior to such surrender.  Such holder shall be also entitled to 
receive, on the payment date therefor, any dividend or distribution the 
record date for which occurred prior to such surrender and the payment date 
for which occurred following such surrender. In no event shall any holder be 
entitled to receive interest on the Cash Portion Per Share to be received in 
the Merger.  Notwithstanding anything in this Agreement to the contrary, none 
of Parent, Merger Subsidiary or the Exchange Agent nor any other party hereto 
shall be liable to a holder of Shares, for Parent Stock, dividends or 
distributions thereon, the Cash Portion Per Share, or cash in lieu of 
fractional shares, delivered to a public official pursuant to applicable 
escheat laws.

             SECTION 1.4.               [INTENTIONALLY LEFT BLANK]

             SECTION 1.5.       STOCK OPTIONS. (a) Upon the conversion 
of the Company B Stock into Company A Stock as provided in Section 1.2(a) and 
Section 3.7(a), each FBG Option to purchase one share of Company B Stock 
shall be converted into an option to purchase 1.35 shares of Company A Stock.

             (b)  At the Effective Time, the holder of an FBG Option that has
been properly exercised prior to the Effective Time 
in accordance with its terms shall be entitled to receive the Merger 
Consideration in accordance with Section 1.2(b)(iii), for each share of 
Company A Stock acquired or to be acquired by virtue of the exercise of such 
FBG Option.

             (c)  At the Effective Time, each FBG Option outstanding pursuant
to
Financial Benefit Group, Inc.'s Non-Qualified 
Option Plan, whether or not exercisable, and whether or not vested, shall 
terminate and the Surviving Corporation shall pay to each holder of such an 
FBG Option cash in an amount equal to the product of: (x) the excess of the 
Merger Consideration (with the Parent Stock portion of the Merger 
Consideration valued at the Parent Stock Price and the Parent Warrant portion 
of the Merger Consideration valued at $.31) over the exercise price per Share 
of such Option, and (y) the number of Shares subject to such option.

             (d)  At the Effective Time, if the holder of an FBG Option
outstanding pursuant to Financial Benefit Group, Inc.'s 
Equity Incentive Non-Qualified Warrant/Option Program, whether or not 
exercisable, and whether or not vested, has elected (on or prior to ten days 
preceding the Effective Time) to receive cash for such Option, such Option 
shall terminate and the Surviving Corporation shall pay to each holder of 
such an FBG Option cash in an amount equal to the product of (x) the excess 
of the Merger Consideration (with the Parent Stock portion of the Merger 
Consideration valued at the Parent Stock Price and the Parent Warrant portion 
of the Merger Consideration valued at $.31) over the exercise price per Share 
of such Option, and (y) the number of Shares subject to such option.

             (e)  The holder of an FBG Option outstanding pursuant to
Financial
Benefit Group, Inc.'s Employee Incentive Stock 
Option Plan, whether or not exercisable, and whether or not vested, will be 
given the opportunity to request the Company (on or prior to ten days 
preceding the Effective Time) to allow such holder to receive cash from the 
Surviving Corporation for such Option in an amount equal to the product of 
(x) the excess of the Merger Consideration (with the Parent Stock portion of 
the Merger Consideration valued at the Parent Stock Price and the Parent 
Warrant portion of the Merger Consideration valued at $.31) over the exercise 
price per Share of such Option, and (y) the number of Shares subject to such 
option.  If the Company consents to any such request, such Option shall 
terminate at the Effective Time and such holder shall receive such amount.

             (f)  At the Effective Time, if the holder of an FBG Option 
outstanding pursuant to Financial Benefit Group, Inc.'s Employee Incentive 
Stock Option Plan, whether or not exercisable, and whether or not vested, has 
not elected (on or prior to ten days preceding the Effective Time) to receive 
cash for such FBG Option, such FBG Option shall in accordance with the 
provisions of such plan become an option to acquire shares of Parent Stock 
(an "ISO Continuing Option").  The number of shares of
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 Parent Stock subject 
to ISO Continuing Options shall be computed in compliance with the 
requirements of Section 424(a) of the Code.  Subject to the foregoing, (x) 
the number of shares of Parent Stock subject to any such ISO Continuing 
Option will be determined by multiplying the number of Shares subject to such 
FBG Option immediately prior to the Effective Time by the "Exchange Ratio" 
(with the "Exchange Ratio" defined as the sum of (i) the number of shares of 
Parent Stock receivable for each Share pursuant to Section 1.2(b)(iii), plus 
(ii) a number of shares equal to the Cash Portion Per Share divided by the 
Parent Stock Price, plus (iii) a number of shares equal to $.31 divided by 
the Parent Stock Price), and (y) the exercise price under any such ISO 
Continuing Option will be determined by dividing the exercise price per Share 
in effect immediately prior to the Effective Time of the Merger by the 
Exchange Ratio, and rounding the exercise price thus determined to the 
nearest whole cent (a half cent shall be rounded to the next higher whole 
cent).  Such ISO Continuing Options shall be subject to substantially all of 
the other terms and conditions of the original options to which they relate. 
Each holder of ISO Continuing Options shall surrender their current option 
agreements and execute new option agreements with Parent with respect to such 
Continuing Options and shall be required to execute an appropriate release.

             (g)  At the Effective Time, if the holder of an FBG Option
outstanding pursuant to Financial Benefit Group, Inc.'s 
Equity Incentive Non-Qualified Warrant/Option Program, whether or not 
exercisable, and whether or not vested, has not elected (on or prior to ten 
days preceding the Effective Time) to receive cash for such Option, such 
Option shall, in accordance with the provisions of such plan, become an 
option to acquire shares of Parent Stock (an "NQO Continuing Option").  The 
number of shares of Parent Stock subject to any such NQO Continuing Option 
will be determined by multiplying the number of Shares subject to such FBG 
Option immediately prior to the Effective Time of the Merger by the Exchange 
Ratio.  The exercise prices under any such NQO Continuing Option will be 
determined by dividing the exercise price per Share in effect immediately 
prior to the Effective Time of the Merger by the Exchange Ratio, and rounding 
the exercise price thus determined to the nearest whole cent (a half cent 
shall be rounded to the next higher whole cent).  Such NQO Continuing Options 
shall be subject to substantially all of the other terms and conditions of 
the original options to which they relate.  Each holder of NQO Continuing 
Options shall surrender their current option agreements and execute new 
option agreements with Parent with respect to such Continuing Options and 
shall be required to execute an appropriate release.

             (h) To make the elections for cash described in Section 1.5(d), 
any such holder must deposit with the Exchange Agent a properly completed 
letter of election (including an appropriate release) and the Option 
Agreements relating to any such FBG Options for which such election is made.  
Such election shall be irrevocable.  Following the Effective Time, each 
holder shall be sent the amount receivable upon such election.  No interest 
shall be paid on such amount.  If the Merger is not consummated, the Option 
Agreements shall be returned to each such holder.  To make the request for 
cash described in Section 1.5(e), any such holder must deposit with the 
Company a properly completed letter of request (including an appropriate 
release) and the Option Agreements relating to any such FBG Options for which 
such offer is accepted.  Such request shall be irrevocable.  If the Company 
consents, following the Effective Time, each holder shall be sent the amount 
receivable.  No interest shall be paid on such amount.  If the Merger is not 
consummated, the Option Agreements shall be returned to each such holder.

             SECTION 1.6.        ADJUSTMENTS.  
If at any time during the period between the date of this Agreement and the 
Effective Time, any change in the outstanding shares of capital stock of 
Parent shall occur by reason of any reclassification, recapitalization, stock 
split or combination, exchange or readjustment of shares, or any stock 
dividend thereon, the number of shares of Parent Stock constituting all or 
part of the Merger Consideration shall be appropriately adjusted.

             SECTION 1.7.       FRACTIONAL SHARES AND WARRANTS. 
 No fractional shares of Parent Stock 
shall be issued in the Merger.  All fractional shares of Parent Stock that a 
holder of Shares would otherwise be entitled to receive as a result of the 
Merger shall be aggregated and if a fractional share results from such 
aggregation, such holder shall be entitled to receive from Parent, in lieu 
thereof, upon surrender of stock certificates for exchange pursuant to this 
Article 1, an amount in cash
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determined by multiplying the Parent Stock Price 
by the fraction of a share of Parent Stock to which such holder would 
otherwise have been entitled.  No interest shall be paid with respect to such 
cash payment.  No fractions of a Parent Warrant shall be issued in the 
Merger.  All fractions of a Parent Warrant that a holder of Shares would 
otherwise be entitled to receive as a result of the Merger shall be 
aggregated and if a fractional Parent Warrant results from such aggregation, 
such holder shall be entitled to receive from Parent, in lieu thereof, upon 
surrender of stock certificates for exchange pursuant to this Article 1, an 
amount in cash determined by multiplying such fraction by an amount equal to 
$.31 divided by the Parent Warrant Fraction.  No interest shall be paid with 
respect to such cash payment.

ARTICLE 2

THE SURVIVING CORPORATION

             SECTION 2.1.       CERTIFICATE OF INCORPORATION.  The
certificate of incorporation of 
Merger Subsidiary in effect at the Effective Time shall be the certificate of 
incorporation of the Surviving Corporation until amended in accordance with 
applicable law.

             SECTION 2.2.    BYLAWS.  The bylaws of 
Merger Subsidiary in effect at the Effective Time shall be the bylaws of the 
Surviving Corporation until amended in accordance with the applicable law.

             SECTION 2.3.    DIRECTORS AND OFFICERS.  From and after the
Effective Time, until successors are duly elected or appointed and qualified
in 
accordance with applicable law, (a) the directors of Merger Subsidiary at the 
Effective Time shall be the directors of the Surviving Corporation, and (b) 
the officers of the Merger Subsidiary at the Effective Time shall be the 
officers of the Surviving Corporation.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

             The Company represents and warrants to Parent that, except as 
otherwise disclosed on a disclosure schedule delivered on or prior to the 
date hereof to Parent by the Company (the "Company Disclosure Schedule"):

             SECTION 3.1.      CORPORATE EXISTENCE AND POWER.  The Company is
a corporation duly 
incorporated, validly existing and in good standing under the laws of the 
State of Delaware, and has all corporate powers and all governmental 
licenses, authorizations, consents and approvals required to carry on its busi
ness as now conducted other than any such licenses, authorizations, permits, 
registrations, consents and approvals the failure of which to have would not, 
individually or in the aggregate, have a Company Material Adverse Effect (as 
defined below).  The Company is duly qualified to do business as a foreign 
corporation and is in good standing in each jurisdiction where the character 
of the property owned or leased by it or the nature of its activities makes 
such qualification necessary, except for those jurisdictions where the 
failure to be so qualified would not, individually or in the aggregate, have 
a Company Material Adverse Effect.  The Company has heretofore delivered to 
Parent true and complete copies of the Company's certificate of incorporation 
and bylaws as currently in effect.  For purposes of this Agreement, a 
"Company Material Adverse Effect" means, a material adverse effect on the 
assets, liabilities, business, operations, condition (financial or 
otherwise), or results of operations of the Company and any of its 
subsidiaries identified pursuant to Section 3.2 (the "Company Subsidiaries") 
taken as a whole, or on the ability of the Company to perform its obligations 
hereunder.  For purposes of this Agreement, any reference to any event, change
 or effect being "material" with respect to any Person means an event, change 
or effect, whether existing or prospective, which is material in relation to 
the assets, liabilities, business, operations, condition (financial or 
otherwise), or results of operations of such Person and its Subsidiaries 
taken as a whole or on the ability of such Person to perform its obligations 
hereunder.
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             SECTION 3.2.       SUBSIDIARIES.  
The Company Disclosure Schedule contains a true and complete list of all of 
the Company Subsidiaries.  Said list sets forth the authorized capital stock, 
the number of shares duly issued and outstanding, the number so owned by the 
Company and the jurisdiction of incorporation of each corporation.  The 
shares of capital stock of the Company Subsidiaries owned directly or 
indirectly by Company are validly issued, fully paid and non-assessable 
(subject to statutory obligations of holders, if any), and are owned free and 
clear of any liens, claims, charges or encumbrances except as set forth on 
such list.  The Company (i) does not have any direct or indirect subsidiaries 
other than the Company Subsidiaries, and (ii) other than in the ordinary 
course of business of the Company, has not made any advances to or 
investments in, and does not own any securities of or other interests in, any 
Person.  Each of the Company Subsidiaries is a corporation duly organized, 
validly existing and in good standing under the laws of the jurisdiction of 
its incorporation, has the corporate power to own or lease its properties and 
carry on its business as now being conducted, and is duly qualified as a 
foreign corporation to do business, and is in good standing, in each jurisdict
ion where the character of its properties owned or held under lease or the 
nature of its activities makes such qualification necessary, except where the 
failure so to qualify would not have a Company Material Adverse Effect.

             SECTION 3.3.   CORPORATE RECORDS.  The corporate record books,
transfer books and stock 
ledgers of the Company and the Company Subsidiaries are complete and accurate 
in all material respects.

             SECTION 3.4.       CORPORATE AUTHORIZATION.  The execution,
delivery and 
performance by the Company of this Agreement and the consummation by the 
Company of the transactions contemplated hereby are within the Company's 
corporate powers subject to the conditions set forth in this Agreement and, 
except for the approval by the Company's stockholders of this Agreement, the 
Merger, and the transactions contemplated hereby, have been duly authorized 
by all necessary corporate action.  Subject to the approval of the Company's 
stockholders of this Agreement, this Agreement constitutes a valid and 
binding agreement of the Company, enforceable against the Company in 
accordance with its terms, except as limited by bankruptcy, insolvency, 
reorganization, moratorium or similar laws relating to or affecting generally 
the enforcement of creditors rights and by the availability of equitable 
remedies.  The Board of Directors has unanimously voted to recommend the 
approval of this Agreement, the Merger and the transactions contemplated 
hereby, by the Company's shareholders.

             SECTION 3.5.        GOVERNMENTAL AUTHORIZATION.  The execution,
delivery and 
performance by the Company of this Agreement and the consummation of the 
Merger by the Company require no action by or in respect of, or filing with, 
any governmental body, agency, official or authority other than (a) the filing
 of a certificate of merger in accordance with the DGCL; (b) compliance with 
any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements 
Act of 1976, as amended (the "HSR Act"); (c) compliance with any applicable 
requirements of the Securities Exchange Act of 1934 and the rules and 
regulations promulgated thereunder (the "Exchange Act"), including, without 
limitation, the filing by the Company with the Securities and Exchange 
Commission (the "SEC") of the Company Proxy Statement (as hereinafter 
defined); (d) compliance with any applicable requirements under the insurance 
laws of Florida, Kansas and any other applicable state; (e) compliance with 
the applicable requirements of the 1933 Act; (f) compliance with any 
applicable foreign or state securities or Blue Sky laws; (g) compliance with 
state takeover, antitrust and competition law filings and approvals; and (h) 
such actions by or filings with governmental bodies, agencies, officials or 
authorities, the failure of which to obtain or make would not reasonably be 
expected to: (1) have, individually or in the aggregate, a Company Material 
Adverse Effect; (2) impair the ability of the Company to perform its 
obligations under this Agreement; or (3) prevent the consummation of the trans
actions contemplated by this Agreement.

             SECTION 3.6.   NON-CONTRAVENTION.  The execution, delivery and 
performance by the Company of this Agreement and the consummation by the 
Company of the transactions contemplated hereby do not and will not (a) 
contravene or conflict with the certificate of incorporation or bylaws of the 
Company or any of the Company Subsidiaries, or (b) except for any such 
matters that, individually or in the aggregate, have not had, and would not 
reasonably be expected to have, a Company Material Adverse Effect, (i) 
assuming compliance with the matters referred to in Section 3.5, contravene 
or conflict
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with or constitute a violation of any provision of any law, 
regulation, judgment, injunction, order or decree binding upon or applicable 
to the Company, any Company Subsidiary or any of their respective properties 
or assets, (ii) result in a violation or breach of, or constitute a default 
under, or give rise to a right of termination, cancellation or acceleration 
of any right or obligation of the Company or any Company Subsidiary or to a 
loss of any benefit to which the Company or any Company Subsidiary is 
entitled under any provision of any agreement, contract or other instrument 
binding upon the Company or to which the Company or such Company Subsidiary 
is a party or by which it is affected or any license, franchise, permit or 
other similar authorization held by the Company or such Company Subsidiary or 
to which the Company or such Company Subsidiary is a party or by which it is 
affected or (iii) result in the creation or imposition of any Lien on any 
asset of the Company or any Company Subsidiary. For purposes of this 
Agreement, "Lien" means, with respect to an asset, any mortgage, lien, 
pledge, charge, security interest or encumbrance of any kind in respect of 
such asset.

             SECTION 3.7.      CAPITALIZATION.  (a)  The authorized 
capital stock of the Company consists of 25,000,000 shares of Company A Stock 
and 1,750,000 shares of Company B Stock and 5,000,000 shares of preferred 
stock.  As of the date hereof, there are outstanding 6,428,428 shares of 
Company A Stock and 323,667 shares of Company B Stock and no shares of 
preferred stock.  All shares of Company B Stock outstanding prior to Closing 
will be converted into Company A Stock prior to Closing.  As of the Closing, 
there will be no shares of Company A Stock or Company B Stock outstanding 
other than those outstanding as of the date hereof, those issued pursuant to 
the exercise of FBG Options (as defined herein) or Warrants (as defined 
herein) outstanding as of the date hereof, or those issued pursuant to the 
conversion into Company A Stock of the Company B Stock outstanding as of the 
date hereof or Company B Stock issued upon exercise of options for Company B 
Stock outstanding on the date hereof.

             (b)  As of the date hereof, there are outstanding options and
warrants (other than Warrants as defined in Section 
3.7(h)) (collectively, "FBG Options") to purchase an aggregate of 1,453,975 
Shares of Company A Stock and to purchase an aggregate of 445,130 shares of 
Company B Stock.  All of such FBG Options were issued pursuant to either 
Financial Benefit Group, Inc.'s Non-Qualified Option Plan, Financial Benefit 
Group, Inc.'s Equity Incentive Non-Qualified Warrant/Option Program, or 
Financial Benefit Group, Inc.'s Employee Incentive Stock Option Plan.  
Included in the Company Disclosure Schedule are true correct and complete 
copies of such plans and standard agreements thereunder.  Upon the conversion 
of the Company B Stock into Company A Stock as provided in Section 1.2(a) and 
Section 3.7(a), each option to purchase one share of Company B Stock pursuant 
to its terms shall be automatically converted into an option to purchase 1.35 
shares of Company A Stock.  Prior to such conversion, as of Closing there 
will be FBG Options to purchase a number of Shares of Company A Stock and 
Company B Stock equal to the amounts indicated in the first sentence of this 
Section 3.7(b), less Shares of Company A Stock and Company B Stock issued 
pursuant to FBG Options exercised following the date hereof and prior 
thereto. As of the date hereof, FBG Options to purchase 1,179,977 shares of 
Company A Stock are exercisable with the remaining FBG Options to purchase 
Company A Stock not exercisable, and FBG Options to purchase 329,796 shares 
of Company B Stock are exercisable with the remaining FBG Options to purchase 
Company B Stock not exercisable.  

             (c)  The number of Shares (consisting entirely of Company A
Stock)
purchasable upon exercise of outstanding FBG 
Options issued pursuant to Financial Benefit Group, Inc.'s Non-Qualified 
Option Plan (whether currently exercisable) is equal to 12,500. All of such 
FBG Options are non-qualified stock options.  The terms of such Plan and the 
FBG Options issued thereunder require that (i) such FBG Options must be 
cashed out in connection with the Merger whether such FBG Options are 
exercisable or not, and (ii) the Company must pay cash to holders of such FBG 
Options as specified in Section 1.5(c).  If the Merger is consummated, the 
amount of cash required to be paid by the terms of such Plan and the FBG 
Options issued thereunder is equal to the Merger Consideration (with the 
Parent Stock portion of the Merger Consideration valued at the Parent Stock 
Price and the Parent Warrant portion of the Merger Consideration valued at 
$.31) less the exercise prices thereof, multiplied by the number of shares of 
Company A Stock covered by any such Option.  The payment of such amount 
following the Effective Time does not violate the terms of such FBG Options.  
No payment of such
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<PAGE>
amount is required if the Merger is not consummated.  
There are no such Options for which the Merger Consideration (with the Parent 
Stock portion of the Merger Consideration valued at the Parent Stock Price 
and the Parent Warrant portion of the Merger Consideration valued at $.31) is 
less than or equal to the exercise price.  None of such FBG Options, whether 
or not exercisable, would terminate pursuant to their terms, or may be 
canceled, without requiring the payment of cash described in Section 1.5(c), 
following or in connection with the Merger.  All of such FBG Options were 
issued in transactions exempt from registration under the Securities Act and 
all applicable state securities laws.  The Company Disclosure Schedule lists 
all holders of Shares issued upon exercise of such FBG Options, which such 
transactions were exempt from registration under the Securities Act and all 
applicable state securities laws.  The certificates for the Shares issued 
upon such exercise contain appropriate legends.

             (d)  The number of Shares purchasable upon exercise of
outstanding
FBG Options issued pursuant to Financial Benefit 
Group, Inc.'s Equity Incentive Non-Qualified Warrant/Option Program (whether 
or not currently exercisable) is equal to 1,060,838 (consisting of FBG 
Options for 858,338 shares of Company A Stock and for 150,000 shares of 
Company B Stock).  All of such FBG Options are non-qualified stock options or 
warrants, as the case may be.  The terms of such Program and the FBG Options 
issued thereunder require the Company to pay cash upon the election described 
in 1.5(d) hereof, but do not require the holders thereof to accept any such 
cash payment.  If the Merger is consummated, the amount of cash required to 
be paid upon such election by the terms of such Program and the FBG Options 
issued thereunder is equal to the Merger Consideration (with the Parent Stock 
portion of the Merger Consideration valued at the Parent Stock Price and the 
Parent Warrant portion of the Merger Consideration valued at $.31) less the 
exercise prices thereof, multiplied by the number of shares of Company A 
Stock covered by any such Option.  The payment of such amount following the 
Effective Time does not violate the terms of such FBG Options.  No payment of 
such amount is required if the Merger is not consummated. The terms of such 
Plan and the FBG Options issued thereunder provide that following the 
Effective Time, such FBG Options for which the holders do not elect to 
receive cash, shall be exercisable for the number of shares of Parent Stock, 
and the exercise prices, as determined pursuant to Section 1.5(g), whether 
such FBG Options are exercisable or not, without any consent of any holder 
thereof.  Any such FBG Options which currently are not exercisable shall 
become exercisable as provided in such Options; none of the signing of this 
Agreement, the approval of this Agreement by the Board of Directors of the 
Company, the Merger, the other transactions contemplated by this Agreement or 
any action taken in connection with the foregoing, will accelerate or 
lengthen the term of any of such FBG Options.  None of such FBG Options, 
whether or not exercisable, would terminate pursuant to their terms, or may 
be canceled, without the payment of cash pursuant to Section 1.5(d) or the 
continuation of such Option as specified in Section 1.5(g), following or in 
connection with the Merger.  All of such FBG Options were issued in 
transactions exempt from registration under the Securities Act and all 
applicable state securities laws.  The Company Disclosure Schedule lists all 
holders of Shares issued upon exercise of such FBG Options, which such 
transactions were exempt from registration under the Securities Act and all 
applicable state securities laws.  The certificates for the Shares issued 
upon such exercise contain appropriate legends.

             (e)  The number of Shares purchasable upon exercise of
outstanding
FBG Options issued pursuant to Financial Benefit 
Group, Inc.'s Employee Incentive Stock Option Plan, (whether or not currently 
exercisable) is equal to 981,563 (consisting of FBG Options for 583,137 
shares of Company A Stock and for 295,130 shares of Company B Stock).  All of 
such FBG Options were incentive stock options within the meaning of Section 
422 of the of the Internal Revenue Code when granted and nothing has occurred 
since the date of granting such options to disqualify them as incentive stock 
options.  The terms of such Plan and the FBG options issued thereunder do not 
require the Company to pay cash upon the election described in 1.5(e) hereof. 
 The payment of such amount following the Effective Time does not violate the 
terms of such FBG Options.  The terms of such Plan and the FBG Options issued 
thereunder provide that following the Effective Time, such FBG Options for 
which the holders do not elect to receive cash, shall be exercisable for the 
number of shares of Parent Stock, and the exercise prices, as determined 
pursuant to Section 1.5(f), whether such FBG Options are exercisable or not, 
without any consent of any holder thereof.  Any such FBG Options which 
currently
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<PAGE>
are not exercisable shall become exercisable as provided in such 
Options; none of the signing of this Agreement, the approval of this 
Agreement by the Board of Directors of the Company, the Merger, the other 
transactions contemplated by this Agreement or any action taken in connection 
with the foregoing, will accelerate or lengthen the term of any of such FBG 
Options.  None of such FBG Options, whether or not exercisable, would 
terminate pursuant to their terms, or may be canceled, without the payment of 
cash pursuant to Section 1.5(e) or the continuation of such Option as 
specified in Section 1.5(f), following or in connection with the Merger.  The 
terms of such FBG Options require that they remain incentive stock options; 
none of such FBG Options, whether or not exercisable, could become 
non-qualified stock options.  The numbers of shares, and exercise prices set 
forth expressly in Section 1.5(f), without reference to second sentence 
thereof, shall not have to be adjusted as a result of Section 424(a) of the 
Code.
             (f)  Set forth in Section 3.7(f) of the Company Disclosure
Schedule
is a true and complete list of all FBG Options, 
the Company Stock for which they are exercisable, whether such FBG Options 
are incentive stock options or non-qualified stock options or warrants, the 
issue date thereof, the company plan under which such FBG Options were 
issued, the exercise prices thereof (indicating whether such exercise prices 
relate to Company A Stock or Company B Stock) and the dates on which such FBG 
Options become exercisable.  The aggregate difference between $5.31 and the 
exercise prices of all FBG Options (assuming the conversion of Company B FBG 
Options into Company A FBG Options) is equal to $8,929,359.
             (g)  Set forth in Section 3.7(g) of the Company Disclosure
Schedule
is a true and complete list of all FBG Options 
held by the officers of the Company named therein, the Company Stock for 
which they are exercisable, whether such FBG Options are incentive stock 
options or non-qualified stock options, the issue date thereof, the company 
plan under which such FBG Options were issued, the exercise prices thereof, 
and the dates on which such FBG Options become exercisable.  Such FBG Options 
shall be exercised prior to Closing or cash shall be elected or requested 
pursuant to Sections 1.5(d) or (e) with respect to such FBG Options.    
             (h)  As of the date hereof, there are outstanding warrants to
purchase 643,781 Shares of Company A Stock and no 
Shares of Company B Stock, other than warrants included in the definition of 
FBG Options ("Warrants").  True and correct copies of such Warrants are 
included in the Company Disclosure Schedule.  All of such Warrants are 
currently exercisable.  Pursuant to their terms, upon exercise and payment of 
the exercise price thereof following the Closing, the holder of the Warrants 
will be entitled to receive the cash and Parent Stock they would have been 
entitled to receive had they exercised such Warrants immediately prior to 
Closing (and to the extent such Warrants are for Company B Stock, had they 
exercised such Warrants, and converted the Company B Stock received into 
Company A Stock, immediately prior to Closing).  None of such Warrants, 
whether or not exercisable, would terminate pursuant to their terms, or are 
cancelable, following or in connection with the Merger.  None of such 
Warrants could be exchanged for cash or paid out in cash without the consent 
of the holders thereof.  The aggregate difference between $5.31 and the 
exercise price of the Warrants is equal to $2,768,477.
             (i)  Following the cash payment for FBG Options as described in
Sections 1.5(c), and following the cash payments for 
those holders who elect or request to receive cash as described in Sections 
1.5(d) or 1.5(e), the number of shares of Parent Stock subject to options 
issuable in exchange for FBG Options under Sections 1.5(f) or 1.5(g) will be 
no more than 150,000.
             (j)  All outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are 
fully paid and nonassessable and free of pre-emptive rights.  Except as set 
forth in this Section, there are outstanding (i) no other shares of capital 
stock or other voting securities of the Company, (ii) no securities of the 
Company convertible into or exchangeable for shares of capital stock or 
voting securities of the Company, and (iii) no other options or other rights 
to acquire from the Company, and no obligation of the Company to issue, any 
capital stock, voting securities or securities convertible into or 
exchangeable for capital stock or voting securities of the Company (the items 
in clauses (i), (ii) and (iii) being referred to collectively as
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<PAGE>
the "Company 
Securities"). There are no outstanding obligations of the Company to 
repurchase, redeem or otherwise acquire any Company Securities.
             SECTION 3.8.   SEC FILINGS. (a) The Company has 
filed all reports required to be filed with the SEC pursuant to the Exchange 
Act since December 31, 1991 (the "Company SEC Reports").  The Company has 
delivered or made available to Parent (i) the annual report on Form 10-K for 
its fiscal year ended 1994, (ii) its quarterly reports on Form 10-Q for its 
fiscal quarters ended March 31, 1995 and June 30, 1995 (iii) its proxy 
statement dated June 7, 1995, and (iv) all of its other reports, statements, 
schedules and registration statements filed with the SEC since June 30, 1995 
(collectively, with the Company SEC Reports, the "Company Filings").
             (b)  As of its filing date, no Company Filing contained any
untrue
statement of a material fact or omit to state any 
material fact necessary in order to make the statements made therein, in the 
light of the circumstances under which they were made, not misleading.
             (c)  No such registration statement as amended or supplemented,
if
applicable, filed pursuant to the 1933 Act when 
such statement or amendment became effective contained any untrue statement 
of a material fact or omitted to state any material fact required to be 
stated therein or necessary in order to make the statements therein, in light 
of the circumstances under which they were made, not misleading.
             SECTION 3.9.    FINANCIAL STATEMENTS.  The audited consolidated 
financial statements and unaudited consolidated interim financial statements 
of the Company included in the Company Filings fairly present, in conformity 
with generally accepted accounting principles applied on a consistent basis 
(except as may be indicated in the notes thereto), the financial position of 
the Company and the Company Subsidiaries as of the dates thereof and their 
results of operations and cash flow for the periods then ended (subject to 
normal year-end adjustments in the case of any unaudited interim financial 
statements).  For purposes of this Agreement, "Company Balance Sheet" means 
the Company's balance sheet dated as of June 30, 1995, as set forth in the 
Company's Form 10-Q report for the second quarter of 1995 and "Company 
Balance Sheet Date" means June 30, 1995.
             (b)  Except as and to the extent set forth on the Company Balance
Sheet, the Company and the Company Subsidiaries do 
not have any liability or obligation of any nature (whether accrued, 
absolute, contingent or otherwise), except for liabilities and obligations 
incurred since the Company Balance Sheet Date which would not, individually 
or in the aggregate, have a Company Material Adverse Effect.

             SECTION 3.10.        STATUTORY 
FINANCIAL STATEMENTS AND FILINGS. (a) The statutory financial statements
("SAP Statements") of Financial Benefit Life Insurance 
Company (the "Company Insurance Subsidiary") for each of the three years in 
the three-year period ended December 31, 1994, and for the quarter ended June 
30, 1995, have been prepared in accordance with statutory accounting 
practices prescribed or permitted by the National Association of Insurance 
Commissioners ("SAP") and such accounting practices have been applied on a 
consistent basis throughout the period involved, except as disclosed therein. 
 The Company has heretofore delivered to Parent true and complete copies of 
all such statements.  Such SAP Statements (i) present fairly in all material 
respects, to the extent required and in conformity with SAP, the financial 
condition of the Company Insurance Subsidiary at their respective dates, and 
its results of operations, changes in capital and surplus, and cash flows for 
each of the periods then ended; (ii) were correct in all material respects 
when filed; and (iii) were timely filed.  The Company has not received 
written notice from the Florida Commissioner of Insurance asserting any 
deficiency with respect to such SAP Statements nor, to the best knowledge of 
the Company, has the Florida Commissioner of Insurance threatened to assert 
any such deficiency.
             (b)  Since June 30, 1995, the Company Insurance Subsidiary has
filed all reports and other filings, together with 
any amendments required to be made with respect thereto, that it has been 
required to file with state insurance regulatory authorities (the "Company 
Insurance Filings"), and all of the Company Insurance Filings filed prior to 
the date hereof complied, and all such filings
44
<PAGE>
made hereafter prior to the 
Effective Time will comply, in all material respects with applicable 
insurance laws, rules and regulations, and, except as disclosed in the 
Company Disclosure Schedule, there are no material open or unresolved issues 
raised by any insurance or securities regulatory authority with respect to 
any of such filings.
             (c)  The Company has no reason to believe that any material
amount
recoverable pursuant to any material reinsurance, 
coinsurance, excess insurance, ceding of insurance, assumption of insurance 
or indemnification with respect to insurance or similar material arrangements 
applicable to the Company Insurance Subsidiary or its properties or assets 
(collectively, "Reinsurance Agreements") is not fully collectible in due 
course.  The Company Insurance Subsidiary  is entitled to take full credit in 
its SAP Statements pursuant to applicable insurance laws, rules and 
regulations for such reinsurance, coinsurance or excess insurance ceded 
pursuant to any such Reinsurance Agreement.  The Company Disclosure Schedule 
sets forth all assumption reinsurance contracts or arrangements entered into 
by the Company or any of the Company Subsidiaries in which the Company or 
such subsidiary has ceded risk to any person.
             (d)  Each material reserve and other material liability of the
Company Insurance Subsidiary reflected in, or 
included with, the SAP Statements was determined in accordance with generally 
accepted actuarial standards consistently applied throughout the specified 
period and the immediately preceding prior period, was based on actuarial 
assumptions that were in accordance with or more conservative than those 
called for in relevant policy and contract provisions, is fairly stated in 
accordance with sound actuarial principles and is in compliance with the 
requirements of applicable insurance laws, rules and regulations.  Except as 
may be affected by deviations from investment assumptions, such reserves and 
liabilities were adequate in the aggregate to cover the total amount of all 
reasonably anticipated liabilities of the Company Insurance Subsidiary under 
all outstanding insurance policies, funding agreements, Reinsurance 
Agreements and annuity, coinsurance and other similar arrangements as of the 
respective dates of such SAP Statements.  Such investment assumptions were 
reasonable as of such respective dates.  The admitted assets of the Company 
Insurance Subsidiary as determined under applicable insurance laws, rules and 
regulations is in an amount equal to the sum of all such reserves and 
liabilities and the statutory capital and surplus yielding an authorized 
control level risk based capital ratio of 484%, meeting such laws, rules and 
regulations.
             SECTION 3.11.  ACTUARIAL REPORT.--The Company has delivered to 
Parent a true and complete copy of any actuarial reports prepared by 
independent actuaries with respect to the Company or the Company Subsidiaries 
in the last 12 months, and all attachments, addenda, supplements and 
modifications thereto (the "Company Actuarial Analyses").  To the knowledge 
of the Company, the policy information and experience data furnished by the 
Company to its independent actuaries in connection with the preparation of 
the Company Actuarial Analyses were accurate in all material respects, except 
insofar as any inaccuracy shall not have materially affected the accuracy of 
the Company Actuarial Analyses.
             SECTION 3.12. DISCLOSURE DOCUMENTS. (a) The proxy statement
required to be filed by the Company with the SEC in connection with the
transactions contemplated by this Agreement (the "Company Proxy Statement"),
and any 
amendments or supplements thereto will, when filed, comply as to form in all 
material respects with the applicable requirements of the Exchange Act.
             (b)  At the time the Company Proxy Statement or any amendment or
supplement thereto is first mailed to stockholders 
of the Company, at the time such stockholders vote on approval of this 
Agreement and at the Effective Time, the Company Proxy Statement, as 
supplemented or amended, if applicable, will not contain any untrue statement 
of a material fact or omit to state any material fact necessary in order to 
make the statements made therein, in the light of the circumstances under 
which they were made, not misleading.  The representations and warranties 
contained in this Section 3.12(b) will not apply to statements in, or 
omissions from, the Company Proxy Statement based upon information furnished 
to the Company, or omitted therefrom, by Parent specifically for use therein.
             (c)  The information with respect to the Company that the Company
furnishes to Parent in writing specifically for 
use in the Registration Statement (as defined in Section 4.16) will not 
45
<PAGE>
contain at the time the Registration Statement becomes effective or at the 
Effective Time any untrue statement or a material fact or omit to state a 
material fact required to be stated therein or necessary in order to make the 
statements made therein, not misleading.
             SECTION 3.13.  ABSENCE OF 
CERTAIN CHANGES.  Since the Company Balance Sheet Date, the Company and the 
Company Subsidiaries have conducted their business in the ordinary course 
consistent with past practices and there has not been:
             (a)  any event, occurrence or occurrences which has had or
reasonably could be expected to have, individually or in 
the aggregate, a Company Material Adverse Effect;
             (b)  any declaration, setting aside or payment of any dividend or
other distribution with respect to any shares of 
capital stock of the Company, or any repurchase, redemption or other 
acquisition by the Company of any outstanding shares of capital stock or 
other ownership interests in, the Company;
             (c)  any incurrence, assumption or guarantee by the Company or
any
of the Company Subsidiaries of any outstanding 
amount of indebtedness for borrowed money other than in the ordinary course 
of business in accordance with their customary practices;
             (d)  any transaction or commitment made, or any contract or
agreement entered into, by the Company or any of the 
Company Subsidiaries relating to their respective assets or businesses 
(including the acquisition or disposition of any assets) or any loss or 
relinquishment by the Company or any of the Company Subsidiaries of any 
material contract or other material right, other than transactions and 
commitments in the ordinary course of business in accordance with their 
customary practices;
             (e)  any material change in any method of accounting or
accounting
practice or policy or application thereof by the 
Company or any of the Company Subsidiaries;
             (f)  any increase in (or commitment, oral or written, to
increase)
the rate or terms (including, without limitation, 
any acceleration of the right to receive payment) of compensation payable or 
to become payable by the Company or any of the Company Subsidiaries to their 
directors, officers, employees or consultants, except increases occurring in 
the ordinary course of business in accordance with their customary practices; 
or
             (g)  any increase in (or commitment, oral or written, to
increase)
the rate or terms (including, without limitation, 
any acceleration of the right to receive payment) of any bonus, insurance, 
pension or other employee benefit plan or contract, payment or arrangement 
made to, for or with any director, officer, employee or consultant of the 
Company or any of the Company Subsidiaries, except increases occurring in the 
ordinary course of business in accordance with their customary practices.
             SECTION 3.14.  LITIGATION.  There is no (nor to 
the knowledge of the Company any grounds for any) action, suit, investigation 
or proceeding pending against, nor to the knowledge of the Company threatened 
against or affecting, the Company or the Company Subsidiaries or any of their 
respective properties before any court or arbitrator or any governmental 
body, agency or official which, if determined or resolved adversely to the 
Company in accordance with the plaintiff's demands, would reasonably be 
expected to have a Company Material Adverse Effect or which in any manner 
challenges or seeks to prevent, enjoin, alter or delay the Merger or any of 
the other transactions contemplated hereby.
             SECTION 3.15.      EMPLOYEE 
BENEFIT PLANS. (a)  The Company Disclosure Schedule contains a list of each
employee benefit plan (as defined in section 3(3) of 
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), 
which are hereinafter referred to individually as a "Plan" and collectively 
as the "Plans") pursuant to which the Company has any present or future 
obligations or liabilities with respect to its employees or former employees 
or their dependents or beneficiaries. 
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<PAGE>
There are no negotiations, demands or 
proposals (other than routine claims for benefits) which are pending or 
threatened which concern matters now covered, or that would be covered, by 
the foregoing types of Plans.
           (b)      The Company has delivered or made available to Parent, or
will deliver or make available prior to the 
Closing, copies of the following documents, as they may have been amended to 
the date hereof, embodying or relating to the Plans: (i) each of the Plans 
listed in the Company Disclosure Schedule, including all amendments thereto, 
and any related trust agreements, group annuity contracts insurance policies 
or other funding agreements or (ii) the most recent determination letter, if 
any, from the Internal Revenue Service with respect to the plans that are 
pension plans as defined in Section 3(2)(A) of ERISA (hereinafter referred to 
as "Pension Plans"); (iii) current summary plan descriptions and 
prospectuses; (iv) the most recently filed annual return/report on Form 5500 
for each of the Plans; (v) general notification to employees of their rights 
under Code Section 4980B and form of letter(s) distributed upon the 
occurrence of a qualifying event described in Code Section 4980B, in the case 
of a plan that is a "group health plan" as defined in Code Section 1621(i); 
and (vi) ruling letter and any outstanding request for a ruling letter with 
respect to the tax-exempt status of any VEBA which is implementing such Plan.
           (c)      Except as set forth in the Company Disclosure Schedule:
(i)
the written terms of each of the Plans and any 
related trust agreement, group annuity contract, insurance policy or other 
funding arrangement are in full compliance with ERISA, the Code and all other 
applicable legal requirements, and each of the Plans has been administered in 
full compliance with, and has no direct or indirect liability in connection 
with such regulatory requirements, (ii) each of the Plans has been 
administered in compliance with its terms; (iii) each Plan which is a Pension 
Plan meets the requirements of section 401(a), and, if applicable, Sections 
409 and 4975(e), of the Code and has been so qualified since its inception 
date to the date of this Agreement and each trust forming a part thereof is 
exempt from income tax pursuant to section 501(a) of the Code; (iv) the 
Company has not engaged in any "prohibited transaction" (as defined in 
section 4975 of the Code or section 406 or 407 of ERISA) which could subject 
the Company to any tax or penalty under section 4975 of the Code or Title I 
of ERISA; (v) as of the date of this Agreement, there are no actions, suits, 
arbitrations or claims pending (other than routine claims for benefits), 
legal, administrative or other proceedings or governmental investigations 
pending or, to the Company's knowledge, threatened, against (X) the Plans, 
the Plan fiduciaries or the Plan assets, or (Y) the Company or the Company 
Subsidiaries with respect to claims related to such Plans, and to the 
Company's knowledge, there is no basis for any such action, claim proceeding 
or investigation; (vi) all contributions due and payable from the Company 
with respect to each of the Plans and all expenses and liabilities relating 
to each of the Plans for all calendar (plan) years through December 31, 1994 
are reflected on the financial statements of the Company and each of the 
Company Subsidiaries; (vii) no Pension Plan which is a "single-employer 
plan," within the meaning of section 4001(a)(15) of ERISA, nor any 
single-employer plan of any entity which is considered a predecessor of the 
Company or one employer with the Company under section 4001 of ERISA or 
section 414 of the Code (an "ERISA Affiliate") is subject to section 412 of 
the Code or Title IV of ERISA; (viii) no Plan currently maintained by the 
Company or an ERISA affiliate, and no other "employee benefit plan" under 
which the Company or an ERISA affiliate has any liability or other 
obligation, is or was a "multiple employer plan" (within the meaning of 
section 413(c) of the Code) or a "multiemployer plan" (as defined in section 
3(37) of ERISA); (ix) neither the Company nor any of its ERISA Affiliates has 
incurred any withdrawal liability under Subtitle E of Title IV of ERISA with 
respect to a multiemployer plan; (x) neither the Company nor any of the 
Company Subsidiaries has any obligations for retiree health, life or other 
welfare benefits under any Plan (xi) a request for a favorable determination 
letter relating to the tax qualified status of each of the Plans under the 
Code has been filed, is pending, and no indication of an adverse response has 
been received; and (xii) the Company and the Company's ERISA Affiliates have 
complied with all applicable notice requirements and has provided group 
health care continuation and conversion coverage under section 4980B of the 
Code and/or any other applicable law.
           (d)      The Company Disclosure Schedule lists each employment,
severance or other similar contract, arrangement or 
policy and each plan or arrangement (written or oral) providing for insurance 
coverage
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<PAGE>
(including any self-insured arrangements), workers' compensation, 
disability benefits, supplemental unemployment benefits, vacation benefits, 
retirement benefits or for deferred compensation, profit-sharing, bonuses, 
stock options, stock appreciation or other forms of incentive compensation or 
post retirement insurance, compensation or benefits which (i) is not one of 
the Company's Plans, (ii) is entered into, maintained or contributed to, as 
the case may be, by the Company or any of its ERISA Affiliates.  Such 
contracts, plans and arrangements as are described above, copies of 
descriptions of all of which have been furnished previously to Parent, are 
referred to collectively herein as the "Benefit Arrangements."  Each Benefit 
Arrangement has been maintained in compliance with its terms and with the 
requirements prescribed by any and all statutes, orders, rules and 
regulations that are applicable to such Benefit Arrangement. Neither the 
Company nor any of the Company Subsidiaries has any obligations for post 
retirement benefits under any Benefit Arrangement.  There are no 
negotiations, demands or proposals (other than routine claims for benefits) 
which are pending or threatened which concern matters now covered, or that 
would be covered, by the foregoing types of Benefit Arrangements.
           (e)      Except as disclosed on the Company Disclosure Schedule,
the
Company is not a party to or subject to any 
collective bargaining agreement with any union or any employment contract or 
arrangement providing for annual future compensation of any officer, 
consultant, director or employee.
           (f)      No Plan or Benefit Arrangement (including any Plan or
Benefit Arrangement covering former employees of the 
Company) restricts the ability of either the Company or the Parent to amend 
or terminate the Plan on or any time after the Closing.
           (g)  The Company represents that there will be no acceleration of 
vesting, benefit accrual or benefit entitlement under either the Plans or the 
Benefit Arrangements, and, except as disclosed on the Company Disclosure 
Schedule, there will be no incidence of severance payments or any other 
termination benefits for which Parent or Surviving Corporation will be 
responsible as a result of the transaction contemplated hereby or otherwise.
           (h)  The Company is not, as of the date hereof, nor will be at the 
Closing Date, liable for any future payment to any current or former employee 
resulting from the long- or short-term disability of such person, whether 
such payments are to be made pursuant to the Company's disability plan, if 
any, or otherwise.
             SECTION 3.16.  TAXES. (a)  All tax 
returns, including estimated tax and informational returns ("Tax Returns"), 
of or relating to any Taxes heretofore required to be filed by the Company or 
any of the Company Subsidiaries have been duly filed on a timely basis, other 
than any such Tax Returns, the failure of which to file would not, 
individually or in the aggregate, have a Company Material Adverse Effect.  
All such Tax Returns were complete and accurate in all material respects and 
the Company and each of the Company Subsidiaries have timely paid or made 
adequate provision for the payment of all Taxes shown as due and payable on 
such Tax Returns.  There are no grounds for the assertion or assessment of 
any additional Taxes against the Company, any of the Company Subsidiaries or 
their assets with respect to such periods.  All unpaid Taxes are properly 
accrued on the Company or the Company Subsidiaries' books.  Set forth on the 
Company Disclosure Schedule are all Tax Returns for periods up to and 
including the Closing Date (whether the period ends on such date) which have 
not been filed as of the Closing Date.
                (b)There are no audits or administrative proceedings, court
proceedings or claims pending against the Company or 
any of the Company Subsidiaries with respect to any Taxes and no assessment, 
deficiency or adjustment has been asserted or, to the knowledge of the 
Company, proposed with respect to any Tax Return of or with respect to the 
Company or any of the Company Subsidiaries and there are no liens for Taxes 
upon the assets or properties of the Company or any of the Company 
Subsidiaries, except for liens for Taxes not yet due and owing.
                (c)Since their formation, the Company and all of the Company
Subsidiaries have been members
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of an affiliated 
group of corporations within the meaning of section 1504 of the Code, with 
respect to which the Company is and at all times has been the common parent.  
The Company and each of the Company Subsidiaries have not been members of any 
other affiliated group of corporations within the meaning of section 1504 of 
the Code.  
                (d)Neither the Company nor any of the Company Subsidiaries are
a
party to or bound by any affiliated group 
consolidated return tax allocation agreement, tax sharing agreement or tax 
indemnification agreement.
                (e)Neither the Company nor any of the Company Subsidiaries are
required to include in income any adjustment under 
section 481(a) of the Code by reason of a change in accounting method 
initiated by the Company or any of the Company Subsidiaries and the Internal 
Revenue Service has not proposed any such adjustment or change in accounting 
method.
                (f)The Company is not a U.S. Real Property Holding Company
within the meaning of section 897(c) of the Code.
                (g)Neither the Company nor any of the Company Subsidiaries is
a
partner in any joint venture, partnership or 
other arrangement or contract that could be treated as a partnership for 
federal income tax purposes.
                (h)There are no material intercompany transactions within the
meaning of Treasury Regulation section 1.1502-13 in 
which gain has been deferred.
                (i)The Company and each of the Company Subsidiaries have
complied with all laws relating to the withholding of 
Taxes and the payment thereof (including, without limitation, withholding of 
Taxes under sections 1441 and 1442 of the Code, or similar provision under 
foreign laws), and has timely and properly withheld from employee wages and 
paid over to the proper tax authorities all amounts required to be withheld 
and be paid over under applicable law.
                (j)Neither the Company nor any of the Company Subsidiaries are
a
party to any safe harbor lease within the 
meaning of section 168(f)(8) of the Code, as in effect prior to amendment by 
the Tax Equity and Fiscal Responsibility Act of 1982.  None of the assets of 
the Company or any of the Company Subsidiaries have been financed with or 
directly or indirectly secures any industrial revenue bonds or debt the 
interest on which is tax-exempt under section 103(a) of the Code.  Neither 
the Company nor any of the Company Subsidiaries are the borrower or guarantor 
of any outstanding industrial revenue bonds, and are not a tenant, principal 
user or related person to any principal user (within the meaning of section 
144(a) of the Code) of any property which has been financed or improved with 
the proceeds of any industrial revenue bonds.
                (k)As used in this Agreement, "Taxes" means all taxes,
charges,
fees, levies, or other like assessments, 
including without limitation income, gross receipts, ad valorem, value added, 
premium, excise, real property, personal property, windfall profit, sales, 
use, transfer, license, withholding, employment, payroll, and franchise taxes 
imposed by:  the United States or any other nation, state, or bilateral or 
multilateral governmental authority, any local governmental unit or 
subdivision thereof, or any branch, agency, or judicial body thereof 
("Government"); and shall include any interest, fines, penalties, 
assessments, or additions to tax resulting from, attributable to, or incurred 
in connection with any such Taxes or any contest or dispute thereof.
              SECTION 3.17. COMPLIANCE WITH LAWS.  Except as disclosed in the 
Company SEC Reports, and except for any matter that would not reasonably be 
expected to have a Company Material Adverse Effect, neither Company nor any 
Company Subsidiary is in violation of, or has violated, any applicable provisi
ons of any laws, statutes, ordinances or regulations.

              SECTION 3.18.  FINDERS' FEES.  Donaldson, Lufkin & 
Jenrette Securities Corporation ("DLJ"), a copy of whose engagement agreement 
has been provided to Parent, is entitled to fees from the Company
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in accordance with the provisions of said engagement letter by virtute of the 
transactions contemplated hereby.  Based on the capitalization of the Company 
set forth in this Agreement, such fees would be in the aggregate amount of 
$1,266,406 plus reimbursement of out-of-pocket expenses (assuming the Parent 
Stock Price is greater than or equal to $10.50 and less than or equal to 
$13.25, and further assuming the assumption by the Surviving Corporation of 
$15,500,000 of Company debt, which was the amount of debt of the Company at 
June 30, 1995 which would have been used to calculate such fees had the 
Merger been consummated on that date).  Except for DLJ, there is no 
investment banker, broker, finder or other intermediary (other than Firemark 
Capital, Inc., whose compensation is payable by DLJ) which has been retained 
by or is authorized to act on behalf of the Company who might be entitled to 
any fee or commission upon consummation of the transactions contemplated by 
this Agreement.  The compensation payable to DLJ shall be computed without 
regard to the value of the Parent Warrants.
              SECTION 3.19.      FAIRNESS OPINION. 
The Company's Board of Directors has received from DLJ, a written opinion
("DLJ Fairness Opinion"), dated the date of 
this Agreement, to the effect that the consideration to be paid by Parent in 
the Merger is fair to the stockholders of the Company from a financial point 
of view.
              SECTION 3.20. ENVIRONMENTAL MATTERS.  Except as would not,
individually 
or in the aggregate, have a Company Material Adverse Effect, the Company has 
not (i) received any notice of noncompliance with, violation of, or liability 
or potential liability under, any laws relating to pollution, the discharge 
or release of hazardous materials or the disposal of infectious, medical or 
hazardous waste into the environment ("Environmental Laws"); (ii) entered 
into or agreed to any consent decree or order, and is not subject to any 
judgment, decree or judicial order, under any Environmental Laws or relating 
to the cleanup of any hazardous materials or wastes (including infectious and 
medical wastes); or (iii) agreed to undertake, and has not undertaken, any 
other cleanup of hazardous materials or wastes (including infectious and 
medical wastes) relating to properties owned or leased by the Company or any 
of the Company Subsidiaries or to any off-site location to which waste 
material has been sent by the Company or any of the Company Subsidiaries. The 
Company and each of the Company Subsidiaries is in compliance with all 
Environmental Laws in all material respects.
              SECTION 3.21.      INSURANCE 
LICENSES.  The Company Disclosure Schedule sets forth a true, correct and
complete list of: (a) each of the jurisdictions in 
which the Company Insurance Subsidiary is duly licensed and in good standing 
to write insurance; (b) the lines of insurance that the Company Insurance 
Subsidiary is authorized to write in such jurisdictions (including a notation 
as to whether the Company Insurance Subsidiary is authorized to transact a 
variable annuity and/or life or health insurance business therein and any 
restriction that may exist with respect to any such licenses); and (c) the 
dates of expiration of each of such licenses.  All such licenses and 
regulatory authorizations are valid and in full force and effect.  The 
Company and the Company Insurance Subsidiary and their employees have not 
breached any material provision of, and are not in default under the material 
terms of, and have not engaged in any activity which would cause revocation 
or suspension of, any such licenses or regulatory authorizations and no 
action or proceeding looking to or contemplating the revocation or suspension 
of any thereof is pending or, to the best of the Company's knowledge, 
threatened.  No such license or permit issued by any governmental authority 
to the Company and the Company Insurance Subsidiary, or to any of their 
present employees who presently holds such a license and uses it in the 
Company's and the Company Insurance Subsidiary's business, has ever been 
revoked, suspended or rescinded.
              SECTION 3.22.    ASSETS.  The Company and the 
Company Subsidiaries have good and clear record and marketable title to and 
possession of all of their respective real and personal properties and 
assets, in each case free and clear of any liens, restrictions, encumbrances, 
rights, title and interests of others, except the lien of current taxes and 
covenants and restrictions of record, which liens, covenants and restrictions 
do not materially affect the value of such property and do not interfere with 
the use made and proposed to be made of such property by the Company and the 
Company Subsidiaries.  There exists no restriction on the transfer of any 
such properties or assets which would materially affect the value of such 
properties or assets.  The Company Disclosure Schedule
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<PAGE>
contains a complete 
and accurate list, with legal description, of each parcel of real estate 
owned or leased by the Company and the Company Subsidiaries.  Neither the 
Company nor any of the Company Subsidiaries has any obligation to acquire any 
interest in any real property other than those described on the Company 
Disclosure Schedule.  The real and personal properties and assets held under 
lease by the Company and the Company Subsidiaries are held by them under 
valid, subsisting and enforceable leases with such exceptions as do not 
interfere with the use made and proposed to be made of such properties and 
assets by the Company and the Company Subsidiaries. No consent is necessary 
under the terms of any such lease in connection with the consummation of the 
transactions contemplated hereby.
              SECTION 3.23.   DISPOSAL OF ASSETS.  No assets of the Company
have 
been disposed of outside the ordinary course of the Company's business during 
the two year period preceding the Effective Time.  The liabilities of the 
Company and the Company Subsidiaries were incurred by the Company and the 
Company Subsidiaries in the ordinary course of its business consistent with 
past practice.
              SECTION 3.24.  INSURANCE POLICIES.  All material insurable 
properties owned or held by the Company and the Company Subsidiaries are 
adequately insured by financially sound and reputable insurers in such 
amounts against fire and other risks insured against by extended coverage and 
public liability insurance, as is customary with companies of the same size 
and in the same business.  The Company and the Company Subsidiaries have in 
effect the insurance coverage listed on the Company Disclosure Schedule which 
coverage is believed by the Company to be adequate for the business conducted 
by the Company and the Company Subsidiaries.  
              SECTION 3.25.   CONTRACTS.  Except as set forth on 
the Company Disclosure Schedule, neither the Company nor any of the Company 
Subsidiaries is party to or bound by any (a) material lease or license with 
respect to any property, real or personal, whether as landlord, tenant, licens
or or licensee; (b) agreement, contract, or indenture relating to the 
borrowing of money by the Company or any of the Company Subsidiaries, 
excluding endorsements made for collection and guarantees made in the 
ordinary course of business; (c) management agreement, consulting or other 
similar contract or arrangement; (d) agreement with any present or former 
officer, director or shareholder of the Company or any of the Company 
Subsidiaries; or (e) other contract, agreement or other commitment which is 
material to the business, operations, property, prospects or assets or to the 
condition, financial or otherwise, of the Company or any of the Company 
Subsidiaries or which involve a payment by the Company or any of the Company 
Subsidiaries of more than $25,000 in one year.
              SECTION 3.26.      DEFAULTS.  
Neither the Company nor any of the Company Subsidiaries is in material breach 
or material default under any agreement or commitment to which the Company or 
any of the Company Subsidiaries is a party, or under any loan agreement, 
note, security agreement, guarantee or other document pursuant to or in 
connection with the Company's or, any such subsidiary's extension of credit; 
and there has not occurred any event which, after the giving of notice, the 
lapse of time or otherwise, would constitute any such default under, or 
result in any such breach of, any such agreement, commitment or extension of 
credit.
              SECTION 3.27.  DIRECTOR SEVERANCE.  Set forth on the Company 
Disclosure Schedule is a complete and accurate list of all persons who will 
be entitled to severance payments or other compensation under the FBG 
Directors Severance Plan on or after the Closing Date, the gross amounts due 
to such person, and the terms under which such amounts are to be paid.
              SECTION 3.28.  EMPLOYEE HANDBOOK.  The Company has provided to 
Parent a true and complete copy of the Company's current employee handbook.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF PARENT
              Parent represents and warrants to the Company that, except as 
otherwise disclosed on a disclosure schedule delivered on or prior to the 
date hereof to the Company by Parent (the "Parent Disclosure Schedule"):
              SECTION 4.1.     CORPORATE 
EXISTENCE AND POWER.  Parent is a corporation duly incorporated, validly
existing and in good standing under the laws of the 
State of Kansas, and has all corporate powers and all governmental licenses, 
authorizations, consents and approvals required to carry on its business as 
now conducted other than any such licenses, authorizations, permits, 
registrations, consents and approvals the failure of which to have would not, 
individually or in the aggregate, have a Parent Material Adverse Effect (as 
defined below).  Parent is duly qualified to do business as a foreign 
corporation and is in good standing in each jurisdiction where the character 
of the property owned or leased by it or the nature of its activities makes 
such qualification necessary, except for those jurisdictions where the 
failure to be so qualified would not, individually or in the aggregate, have 
a Parent Material Adverse Effect.  Parent has heretofore delivered to the 
Company true and complete copies of the Parent's certificate of incorporation 
and bylaws as currently in effect.  For purposes of this Agreement, a "Parent 
Material Adverse Effect" means a material adverse effect, on the assets, 
liabilities, business, operations, condition (financial or otherwise), or 
results of operations of the Parent and/or any of its subsidiaries identified 
pursuant to Section 4.2 (the "Parent Subsidiaries") taken as a whole, or on 
the ability of the Parent to perform its obligations hereunder.
              SECTION 4.2.    SUBSIDIARIES.  The Parent Disclosure 
Schedule contains a true and complete list of all of the Parent Subsidiaries. 
 Said list sets forth the authorized capital stock, the number of shares duly 
issued and outstanding, the number so owned by Parent and the jurisdiction of 
incorporation of each corporation.  The shares of capital stock of the Parent 
Subsidiaries owned directly or indirectly by Parent are validly issued, fully 
paid and nonassessable (subject to statutory obligations of holders, if any), 
and are owned free and clear of any liens, claims, charges or encumbrances 
except as set forth on such list. Except as disclosed on the Parent 
Disclosure Schedule, Parent (i) does not have any direct or indirect 
subsidiaries other than the Parent Subsidiaries, and (ii) other than in the 
ordinary course of business of the Parent, has not made any advances to or 
investments in, and does not own any securities of or other interests in, any 
Person.  Each of the Parent Subsidiaries is a corporation duly organized, 
validly existing and in good standing under the laws of the jurisdiction of 
its incorporation, has the corporate power to own or lease its properties and 
carry on its business as now being conducted, and is duly qualified as a 
foreign corporation to do business, and is in good standing, in each 
jurisdiction where the character of its properties owned or held under lease 
or the nature of its activities makes such qualification necessary, except 
where the failure so to qualify would not have a Parent Material Adverse 
Effect Merger Subsidiary is a corporation duly organized, validly existing 
and in good standing under the laws of the State of Delaware.  Merger 
Subsidiary has not engaged in any business since its date of inception.
              SECTION 4.3.     CORPORATE AUTHORIZATION.  The execution,
delivery and 
performance by Parent and Merger Subsidiary of this Agreement and the 
consummation by Parent and Merger Subsidiary of the transactions contemplated 
hereby are within the Parent's and Merger Subsidiary's corporate powers subjec
t to the conditions set forth in this Agreement, and have been duly 
authorized by the Boards of Directors of Parent and Merger Subsidiary, and by 
Parent as the sole stockholder of Merger Subsidiary, and, except for the 
approval of Parent's stockholders, no other corporate proceedings on the part 
of Parent or Merger Subsidiary are necessary to authorize this Agreement, the 
Merger, and the transactions contemplated hereby.  This Agreement constitutes 
a valid and binding agreement of the Parent and Merger Subsidiary, 
enforceable against the Parent and Merger Subsidiary in accordance with its 
terms, except as limited by bankruptcy, insolvency, reorganization, 
moratorium or similar
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laws relating to or affecting generally the enforcement 
of creditors rights and by the availability of equitable remedies.

              SECTION 4.4.   GOVERNMENTAL AUTHORIZATION.  The execution,
delivery and 
performance by the Parent and Merger Subsidiary of this Agreement and the 
consummation of the transactions contemplated hereby and the Merger by the 
Parent and Merger Subsidiary require no action by or in respect of, or filing 
with, any governmental body, agency, official or authority other than (a) the 
filing of a certificate of merger in accordance with the DGCL; (b) compliance 
with any applicable requirements of the HSR Act; (c) compliance with any 
applicable requirements of the Exchange Act and the 1933 Act, including, 
without limitation, the filing by Parent with the SEC of the Parent Proxy 
Statement (as hereinafter defined); (d) compliance with any applicable 
requirements under the insurance laws of Florida, Kansas and any other 
applicable state; (e) compliance with any applicable foreign or state 
securities or Blue Sky laws; (f) compliance with state takeover, antitrust 
and competition law filings and approvals; and (g) such actions by or filings 
with governmental bodies, agencies, officials or authorities, the failure of 
which to obtain or make would not reasonably be expected to: (1) have, 
individually or in the aggregate, a Parent Material Adverse Effect; (2) 
impair the ability of the Parent and Merger Subsidiary to perform their 
obligations under this Agreement; or (3) prevent the consummation of the 
transactions contemplated by this Agreement.
              SECTION 4.5.    NON-CONTRAVENTION. The execution, delivery and 
performance by the Parent and/or Merger Subsidiary of this Agreement and the 
consummation by the Parent and the Merger Subsidiary of the transactions 
contemplated hereby do not and will not (except in the case of clauses (b), 
(c) and (d) of this Section 4.5, for any such matters that, individually or 
in the aggregate, have not had, and would not reasonably be expected to have, 
a Parent Material Adverse Effect):  (a) contravene or conflict with the 
certificate of incorporation or bylaws of the Parent or of Merger Subsidiary, 
(b) assuming compliance with the matters referred to in Section 4.4, 
contravene or conflict with or constitute a violation of any provision of any 
law, regulation, judgment, injunction, order or instrument binding upon or 
applicable to the Parent and/or Merger Subsidiary or any of their properties 
or assets, (c) result in a violation or breach of, or constitute a default 
under, or give rise to a right of termination, cancellation or acceleration 
of any right or obligation of the Parent and/or Merger Subsidiary or to a 
loss of any benefit to which the Parent and/or Merger Subsidiary is entitled 
under any provision of any agreement, contract or other decree binding upon 
the Parent and/or Merger Subsidiary or to which the Parent and/or Merger 
Subsidiary is a party or by which it is affected or any license, franchise, 
permit or other similar authorization held by the Parent and/or Merger 
Subsidiary or to which the Parent and/or Merger Subsidiary is a party or by 
which it is affected or (d) result in the creation or imposition of any Lien 
on any asset of the Parent and/or Merger Subsidiary.
              SECTION 4.6.     CAPITALIZATION.  The authorized capital 
stock of the Parent consists of 25,000,000 shares of common stock and 
2,000,000 shares of preferred stock.  As of June 30, 1995, there were 
outstanding 10,072,926 shares of common stock; no shares of preferred stock; 
stock options to purchase an aggregate of 907,653 shares of common stock of 
which options to purchase an aggregate of 726,653 shares were exercisable; 
and warrants to purchase 170,002 shares of common stock.  All outstanding 
shares of capital stock of the Parent have been duly authorized and validly 
issued and are fully paid and nonassessable. Except as set forth in this 
Section, there are outstanding (a) no other shares of capital stock or other 
voting securities of the Parent, (b) no securities of the Parent convertible 
into or exchangeable for shares of capital stock or voting securities of the 
Parent, and (c) no other options or other rights to acquire from the Parent, 
and no obligation of the Parent to issue, any capital stock, voting 
securities or securities convertible into or exchangeable for capital stock 
or voting securities of the Parent (the items in clauses (a), (b) and (c) 
being referred to collectively as the "Parent Securities").  There are no 
outstanding obligations of the Parent to repurchase, redeem or otherwise 
acquire any Parent Securities.  All of the Parent Stock and Parent Warrants 
issuable in exchange for Shares at the Effective Time will be, when so 
issued, duly authorized, validly issued, fully paid and non-assessable.  The 
authorized capital stock of Merger Subsidiary consists of 1,000 shares of 
common stock, all of which are validly issued and outstanding, fully paid and 
nonassessable and owned by Parent.
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              SECTION 4.7.     SEC FILINGS.  
Parent has filed all reports required to be filed with the SEC pursuant to 
the Exchange Act (the "Parent SEC Reports").  Parent has delivered to the 
Company (i) its annual reports on Form 10-K for its fiscal years ended 1992, 
1993 and 1994, (ii) its quarterly reports on Form 10-Q for its fiscal 
quarters March 31, 1995 and June 30, 1995, (iii) its proxy or information 
statements relating to meetings of, or actions taken without a meeting by, 
Parent's stockholders, and (iv) all of its other reports, statements, 
schedules and registration statements filed with the SEC since June 30, 1995 
(collectively, with the Parent SEC Reports, the "Parent Filings").
              (b)        As of its filing date, no Parent Filing contained any
untrue statement of material fact or omitted to 
state any material fact necessary in order to make the statements made 
therein, in the light of the circumstances under which they were made, not mis
leading.
              (c)        No such registration statement as amended or
supplemented, if applicable, filed pursuant to the 1933 Act 
when such statement or amendment became effective contained any untrue 
statement of a material fact or omitted to state any material fact required 
to be stated therein or necessary in order to make the statements therein, in 
light of the circumstances under which they were made, not misleading.
              SECTION 4.8.    FINANCIAL STATEMENTS.  The audited consolidated 
financial statements and unaudited consolidated interim financial statements 
of the Parent included in the Parent Filings fairly present, in conformity 
with generally accepted accounting principles applied on a consistent basis 
(except as may be indicated in the notes thereto), the consolidated financial 
position of Parent and the Parent Subsidiaries as of the dates thereof and 
their consolidated results of operations and cash flow for the periods then 
ended (subject to normal year-end adjustments in the case of any unaudited 
interim financial statements.) For purposes of this Agreement, "Parent 
Balance Sheet" means the Parent's balance sheet as of June 30, 1995, as set 
forth in the Parent's Form 10-Q report for the second quarter of 1995 and 
"Parent Balance Sheet Date" means June 30, 1995.
              (b)        Except as and to the extent set forth on the Parent
Balance Sheet, Parent and the Parent Subsidiaries do 
not have any liability or obligation of any nature (whether accrued, 
absolute, contingent or otherwise), except for liabilities and obligations 
incurred since the Parent Balance Sheet Date which would not, individually or 
in the aggregate, have a Parent Material Adverse Effect.
              SECTION 4.9.        STATUTORY 
FINANCIAL STATEMENTS AND FILINGS. (a) The SAP Statements of the Parent's
insurance subsidiary (the "Parent Insurance Subsidiary") 
for each of the three years in the three-year period ended December 31, 1994, 
and for the quarter ended June 30, 1995, have been prepared in accordance 
with statutory accounting practices prescribed or permitted by the National 
Association of Insurance Commissioners and such accounting practices have 
been applied on a consistent basis throughout the period involved, except as 
disclosed therein.  The Parent has heretofore delivered to the Company true 
and complete copies of all such SAP Statements.  Such financial statements 
(i) present fairly in all material respects, to the extent required and in 
conformity with SAP, the financial condition of the Parent Insurance 
Subsidiary at their respective dates, and its results of operations, changes 
in capital and surplus, and cash flows for each of the periods then ended; 
and (ii) were correct in all material respects when filed.  The Parent has 
not received written notice from the Kansas Commissioner of Insurance 
asserting any deficiency with respect to such statements nor, to the best 
knowledge of Parent, has the Kansas Commissioner of Insurance threatened to 
assert any such deficiency.
              (b)        Since June 30, 1995, the Parent Subsidiaries have
filed
all reports and other filings, together with any 
amendments required to be made with respect thereto, that they have been 
required to file with state insurance regulatory authorities (the "Parent 
Insurance Filings"), and all of the Parent Insurance Filings filed prior to 
the date hereof complied, and all such filings made hereafter prior to the 
Effective Time will comply, in all material respects with applicable 
insurance laws, rules and regulations, and, except as disclosed by the Parent 
in the Parent Disclosure Schedule, there are no material open or unresolved 
issues raised by any insurance or
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<PAGE>
securities regulatory authority with respect to any of such filings.
              (c)        Each material reserve and other material liability of
the Parent Insurance Subsidiary reflected in, or 
included with, the SAP Statements was determined in accordance with generally 
accepted actuarial standards consistently applied throughout the specified 
period and the immediately preceding prior period, was based on actuarial 
assumptions that were in accordance with or more conservative than those 
called for in relevant policy and contract provisions, is fairly stated in 
accordance with sound actuarial principles and is in compliance with the 
requirements of applicable insurance laws, rules and regulations.  Except as 
may be affected by deviations from investment assumptions, such reserves and 
liabilities were adequate in the aggregate to cover the total amount of all 
reasonably anticipated liabilities of the Parent Insurance Subsidiary under 
all outstanding insurance policies, funding agreements, Reinsurance 
Agreements and annuity, coinsurance and other similar arrangements as of the 
respective dates of such SAP Statements.  Such investment assumptions were 
reasonable as of such respective dates.  The admitted assets of the Parent 
Insurance Subsidiary as determined under applicable insurance laws, rules and 
regulations is in an amount equal to the sum of all such reserves and 
liabilities and the statutory capital and surplus yielding an authorized 
control level risk based capital ratio of 434%, meeting such laws, rules and 
regulations.
              SECTION 4.10.   DISCLOSURE DOCUMENTS.  The information with
respect to Parent and the Parent Subsidiaries that Parent furnishes to the
Company 
specifically for use in any Company Proxy Statement will not contain, any 
untrue statement of a material fact or omit to state any material fact necessa
ry in order to make the statements made therein, in the light of the 
circumstances under which they were made, not misleading at the time the 
Company Proxy Statement or any amendment or supplement thereto is first 
mailed to stockholders of the Company, at the time the stockholders vote on 
adoption of this Agreement and at the Effective Time.
              SECTION 4.11.      ABSENCE OF CERTAIN CHANGES.  Since the
Parent Balance Sheet Date, 
Parent and the Parent Subsidiaries have conducted their business in the 
ordinary course consistent with past practice and there has not been any 
event, occurrence or development of a state of circumstances or facts which 
could be expected to have, a Parent Material Adverse Effect.
              SECTION 4.12.     LITIGATION.  There is no action, 
suit, investigation or proceeding (or any basis therefor) pending against, or 
to the knowledge of Parent threatened against or affecting, Parent or any 
Parent Subsidiary or any of their respective properties before any court or 
arbitrator or any governmental body, agency or official which, if determined 
or resolved adversely to Parent or any Parent Subsidiary in accordance with 
the plaintiff's demands, would reasonably be expected to have a Parent 
Material Adverse Effect or which in any manner challenges or seeks to 
prevent, enjoin, alter or delay the Merger or any of the other transactions 
contemplated hereby.
              SECTION 4.13.    EMPLOYEE BENEFIT PLANS.  (a) The Parent
Disclosure Schedule 
contains a list of each Plan pursuant to which the Parent has any material 
present or future obligations or liabilities with respect to its employees or 
former employees or their dependents or beneficiaries.
              (b)        Parent has delivered or made available to Company, or
will deliver or make available prior to the 
Closing, copies of the following documents, as they may have been amended to 
the date hereof, embodying or relating to the Plans: (i) each of the Plans 
listed in the Parent Disclosure Schedule, including all amendments thereto, 
and any related trust agreements, group annuity contracts insurance policies 
or other funding agreements or arrangements; (ii) the most recent 
determination letter, if any, from the Internal Revenue Service with respect 
to the plans that are Pension Plans as defined in Section 3(2)(A) of ERISA; 
(iii) current summary plan descriptions and prospectuses; (iv) the most 
recently filed annual return/report on Form 5500 for each of the Plans; and 
(v) the latest actuarial reports for the Pension Plans.
              (c)        Except as set forth in the Parent Disclosure
Schedule:
(i) the written terms of each of the Plans and 
any related trust agreement, group annuity contract, insurance policy or 
other funding arrangement are in full compliance with ERISA and the Code, and 
each of the Plans has been
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administered in full compliance with its terms and 
all regulatory requirements; (ii) each Plan which is a Pension Plan meets the 
requirements of section 401(a) of the Code and, if applicable, Sections 409 
and 4975(e), and has been so qualified since its inception date to the date 
of this Agreement and each trust forming a part thereof is exempt from income 
tax pursuant to section 501(a) of the Code. (iii) the Parent has not engaged 
in any "prohibited transaction" (as defined in section 4975 of the Code or 
section 406 or 407 of ERISA) which could subject the Parent to any tax or 
penalty under section 4975 of the Code or Title I of ERISA; (iv) as of the 
date of this Agreement, there are no actions, suits, arbitrations or claims 
pending (other than routine claims for benefits), legal, administrative or 
other proceedings or governmental investigations pending or, to the Parent's 
knowledge, threatened, against the Plans or their assets; (v) no "reportable 
event" (within the meaning of section 4043(c)(l)-(13) of ERISA) as to which a 
thirty day notice would be required to be filed with the PBGC has occurred 
with respect to the Pension Plan (other than those that may result from the 
transactions contemplated by this Agreement); (vi) no Plan currently 
maintained by the Parent, and no other "employee benefit plan" under which 
the Parent has any liability or other obligation, is or was a "multiple 
employer plan" (within the meaning of section 413(c) of the Code) or a 
"multiemployer plan" (as defined in section 3(37) of ERISA); (vii) all 
contributions due and payable from the Parent with respect to each of the 
Plans and for all calendar (plan) years through December 31, 1994 are 
reflected on the financial statements of the Parent and each of the Parent 
Subsidiaries; (viii) neither any Pension Plan which is a "single-employer 
plan," within the meaning of section 4001(a)(15) of ERISA, nor any 
single-employer plan of any entity which is considered a predecessor of the 
Parent or one employer with the Parent under section 4001 of ERISA or section 
414 of the Code (an "ERISA Affiliate") has an "accumulated funding 
deficiency" (whether or not waived) within the meaning of section 412 of the 
Code or section 302 of ERISA, and neither the Parent nor an ERISA Affiliate 
has an outstanding funding waiver; (ix) neither the Parent nor any of the 
Parent Subsidiaries has provided, or is required to provide, security to any 
Plan or to any single-employer plan of an ERISA Affiliate pursuant to section 
401(a)(29) of the Code; (x)(A) no Pension Plan subject to Title IV of ERISA 
maintained by the Parent or any of the Parent Subsidiaries has been 
terminated; and (B) no proceeding has been initiated to terminate any such 
Pension Plan; (xi) no liability under Subtitle C or D of Title IV Of ERISA 
has been or is expected to be incurred by the Parent or any of the Parent 
Subsidiaries with respect to any ongoing, frozen or terminated 
"single-employer plan," within the meaning of section 4001(a)(15) of ERISA, 
currently or formerly maintained by any of them or by an ERISA Affiliate; 
(xii) neither the Parent nor any of the Parent Subsidiaries has incurred any 
withdrawal liability under Subtitle E of Title IV of ERISA with respect to a 
multiemployer plan; (xiii) the Parent has paid all premiums (and interest 
charges and penalties for late payment), if any, due the PBGC as of the 
Closing with respect to the Pension Plans; (xiv) neither the Parent nor any 
of the Parent Subsidiaries has any obligations for retiree health and life 
benefits under any Plan (xv) a request for a favorable determination letter 
relating to the tax qualified status of each of the Pension Plans under the 
Code has been filed, is pending, and no indication of an adverse response has 
been received; and (xvi) the Company and the Company's Erisa Affiliates have 
complied with all applicable notice requirements and has provided group 
health care continuation and conversion coverage under 4980B of the Code 
and/or any other applicable law.
              (d)        The Parent Disclosure Schedule lists each employment
severance or other similar contract, arrangement or 
policy and each plan or arrangement (written or oral) providing for insurance 
coverage (including any self-insured arrangements), workers' compensation, 
disability benefits, supplemental unemployment benefits, vacation benefits, 
retirement benefits or deferred compensation, profit-sharing bonuses, stock 
options, stock appreciation or other forms of incentive compensation or 
post-retirement insurance, compensation or benefits which (i) is not one of 
the Parent's Plans, (ii) is entered into, maintained or contributed to, as 
the case may be, by the Parent or any of its ERISA Affiliates and (iii) 
covers any employee or former employee of the Parent or any of its ERISA 
Affiliates.  Such contracts, plans and arrangements as are described above, 
copies or descriptions of all of which have been furnished previously to the 
Company, are referred to collectively herein as the "Benefit Arrangements."  
Each Benefit Arrangement has been maintained in full compliance with its 
terms and with the requirements prescribe by any and all statutes, orders, 
rules and regulations that are applicable to such Benefit Arrangement, except 
where the failure to maintain such Benefit Arrangement in such compliance 
would not have a Parent Material Adverse Effect.
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              (e)        Except as disclosed on the Parent Disclosure
Schedule,
the Parent is not a party to or subject to any 
collective bargaining agreement with any union or any employment contract or 
arrangement providing for annual future compensation of any officer, consultan
t, director or employee.
              SECTION 4.14.  TAXES.  (a) All Tax 
Returns, including estimated tax and informational returns, of or relating to 
any Taxes heretofore required to be filed by the Parent or any of the Parent 
Subsidiaries have been duly filed on a timely basis, other than any such Tax 
Returns, the failure of which to file would not, individually or in the 
aggregate, have a Parent Material Adverse Effect.  All such Tax Returns were 
complete and accurate in all material respects and the Parent and each of the 
Parent Subsidiaries have timely paid or made adequate provision for the 
payment of all Taxes shown as due and payable on such Tax Returns.  There are 
no grounds for the assertion or assessment of any additional Taxes against 
the Parent, any of the Parent Subsidiaries or their assets with respect to 
such periods.  All unpaid Taxes are properly accrued on the Parent or the 
Parent Subsidiaries' books.  Set forth on the Parent Disclosure Schedule are 
(i) all Tax Returns for periods up to and including the Closing Date (whether 
the period ends on such date) which have not been filed as of the Closing 
Date and (ii) any exceptions to this Section 4.14.
          (b)  As of the date hereof, there are no audits or administrative 
proceedings, court proceedings or claims pending against the Parent or any of 
the Parent Subsidiaries with respect to any Taxes and no assessment, 
deficiency or adjustment has been asserted or, to the knowledge of the 
Parent, proposed with respect to any Tax Return of or with respect to the 
Parent or any of the Parent Subsidiaries and there are no liens for Taxes 
upon the assets or properties of the Parent or any of the Parent Subsidiaries,
 except for liens for Taxes not yet due and owing.
              SECTION 4.15.     FINDERS' FEES.  There is no investment 
banker, broker, finder or other intermediary who might be entitled to any fee 
or commission from the Parent or any of the Parent Subsidiaries upon 
consummation of the transactions contemplated by this Agreement.
              SECTION 4.16.    REGISTRATION STATEMENT.  The Registration
Statement to be 
filed by Parent with the SEC with respect to the offering of Parent Stock and 
Parent Warrants in connection with the Merger (the "Registration Statement") 
and any amendments or supplements thereto will, when filed comply as to form 
in all material respects with the requirements of the 1933 Act and will not 
contain, at the time the Registration Statement becomes effective or at the 
Effective Time, any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary in order to make the 
statements contained therein, not misleading; provided that the foregoing 
representation shall not apply to statements or omissions in the Registration 
Statement based upon information furnished to Parent or Merger Subsidiary by 
the Company specifically for use therein.
              SECTION 4.17.     ENVIRONMENTAL MATTERS.  Except as would not,
individually 
or in the aggregate, have a Parent Material Adverse Effect or as disclosed on 
the Parent Disclosure Schedule, the Parent has not (i) received any notice of 
noncompliance with, violation of, or liability or potential liability under, 
any laws relating to pollution, the discharge or release of hazardous 
materials or the disposal of infectious, medical or hazardous waste into the 
environment ("Environmental Laws"); (ii) entered into or agreed to any 
consent decree or order, and is not subject to any judgment, decree or 
judicial order, under any Environmental Laws or relating to the cleanup of 
any hazardous materials or wastes (including infectious and medical wastes); 
or (iii) agreed to undertaken, and has not undertaken, any other cleanup of 
hazardous materials or wastes (including infectious and medical wastes) 
relating to properties owned or leased by the Parent or any of the Parent 
Subsidiaries or to any off-site location to which waste material has been 
sent by the Parent or any of the Parent Subsidiaries.
              SECTION 4.18.  INSURANCE LICENSES.  The Parent Disclosure
Schedule 
sets forth a true, correct and complete list of: (a) each of the 
jurisdictions in which the Parent and the Parent Subsidiaries are duly 
licensed and in good standing to write insurance; (b) the lines of insurance 
that the Parent
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and the Parent Subsidiaries is authorized to write in such 
jurisdictions (including a notation as to whether the Parent and the Parent 
Subsidiaries are authorized to transact a variable annuity and/or life or 
health insurance business therein and any restriction that may exist with 
respect to any such licenses); and (c) the dates of expiration of each of 
such licenses.  All such licenses and regulatory authorizations are valid and 
in full force and effect.  The Parent and the Parent Subsidiaries and their 
employees have not breached any material provision of, and are not in default 
under the material terms of, and have not engaged in any activity which would 
cause revocation or suspension of, any such licenses or regulatory 
authorizations and no action or proceeding looking to or contemplating the 
revocation or suspension of any thereof is pending or, to the best of the 
Parent's knowledge, threatened.  No such license or permit issued by any 
governmental authority to the Parent and the Parent Subsidiaries or to any of 
their present employees who presently holds such a license and uses it in the 
Parent's and the Parent Subsidiaries business has ever been revoked, 
suspended or rescinded.
              SECTION 4.19.     ACTUARIAL REPORT.  Parent has delivered to the 
Company a true and complete copy of any actuarial reports prepared by 
independent actuaries with respect to Parent or the Parent Subsidiaries in 
the last 12 months, and all attachments, addenda, supplements and 
modifications thereto (the "Parent Actuarial Analyses").  To the knowledge of 
Parent, the policy information and experience data furnished by Parent to its 
independent actuaries in connection with the preparation of the Parent 
Actuarial Analyses were accurate in all material respects, except insofar as 
any inaccuracy shall not have materially affected the accuracy of the Parent 
Actuarial Analyses.
ARTICLE 5
COVENANTS OF THE COMPANY
              The Company agrees that:
              SECTION 5.1.    CONFIDENTIALITY.
  Prior to the Effective Time and after any termination of this Agreement,
the Company will hold, and will use its reasonable 
best efforts to cause its officers, directors, employees, accountants, 
counsel, consultants, advisors and agents to hold, in confidence, unless 
compelled to disclose by judicial or administrative process or by other 
requirements of law, all non-public documents and information concerning 
Parent furnished to the Company in connection with the transactions 
contemplated by this Agreement, except to the extent that such information 
can be shown to have been (a) previously known on a nonconfidential basis by 
the Company, (b) in the public domain through no fault of the Company or (c) 
later lawfully acquired by the Company from sources other than Parent (not 
owing a duty of confidentiality to Parent); provided that the Company may 
disclose such information to its officers, directors, employees, accountants, 
counsel, consultants, advisors and agents in connection with the transactions 
contemplated by this Agreement so long as such Persons are informed by the 
Company of the confidential nature of such information and are directed by 
the Company to treat such information confidentially.  The Company's 
obligation to hold any such information in confidence shall be satisfied if 
it exercises the same care with respect to such information as it would take 
to preserve the confidentiality of its own similar information.  If this 
Agreement is terminated, the Company will, and will use its best efforts to 
cause its officers, directors, employees, accountants, counsel, consultants, 
advisors and agents to, destroy or deliver to Parent, upon request, all 
documents and other materials, and all copies thereof, obtained by the 
Company or on its behalf from Parent in connection with this Agreement that 
are subject to such confidence.
              SECTION 5.2.      CONDUCT OF THE COMPANY.  From the date hereof
until the 
Effective Time, unless the prior written consent of Parent is obtained, the 
Company and the Company Subsidiaries (a) will carry on their business 
diligently and substantially in the same manner as heretofore and will not mak
e or institute any unusual method of management, accounting or operation 
except in the manner consistent with prior practice or enter into any 
transaction other than in the ordinary course of business; (b) will not make 
loans or discounts or any commitments to loan or discount in an aggregate 
amount greater than $25,000; (c) will not enter into any management, 
maintenance, servicing or similar contracts having a term of more than one 
year or providing for fees in excess of a rate of
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$25,000 per year, provided, 
that the foregoing shall not prohibit Seller from renewing data processing 
and computer servicing contracts currently in effect which have an expiration 
date prior to Closing, on substantially similar terms for no more than one 
year; (d) will maintain in force all insurance policies in effect on the date 
of this Agreement; (e) will make investments in the usual course of business 
consistent with past practice and investment policy (and will promptly inform 
Parent in writing of the relevant details of all such investments); (f) will 
not grant any increase in the rates of pay of their employees or any increase 
in the compensation payable or to become payable, if any, to any director, 
officer, employee or agent thereof, or increase in any amount the benefits or 
compensation, if any, of any such directors, officers, employees or agents of 
the Company or Company Subsidiaries under any pension plan or other contract 
or commitment; and will not pay nor agree to pay any bonus or commission to 
any director, officer, employee or agent thereof and will not otherwise enter 
into or amend any employment or severance agreement with any such directors, 
officers, employees or agents, provided that the foregoing shall not prevent 
(X) increases in rates of pay to employees who are not officers or directors 
in amounts and at times consistent with past practice, (Y) annual bonus 
payments to up to 10 employees of the Company who are not officers or 
directors and who customarily receive an annual bonus, at such times and in 
such individual amounts as are consistent with past practice, provided, that, 
in no event may such bonus payments exceed $25,000 in the aggregate, and (Z) 
bonuses to officers which the Company is obligated to pay pursuant to the 
terms of a currently existing bonus plan; (g) will not enter into any 
material contract or commitment, or engage in any transaction not in the 
usual and ordinary course of business and consistent with past practices; (h) 
will not sell or dispose of any of its material assets out of the ordinary 
course of business and will maintain its assets in their present condition, 
reasonable wear and tear excepted; (i) will not make any expenditure for 
fixed assets and will not purchase any data processing equipment for any singl
e item in excess of $25,000 or enter into any leases of fixed assets 
providing for an annual rental of $25,000; (j) will not declare or pay any 
dividend or make any other distribution, directly or indirectly, in respect 
of any capital stock of the Company or Company Subsidiaries (other than 
distributions from the Company Subsidiaries to the Company in an amount 
necessary to support the Company's debt service or operations) nor directly 
or indirectly redeem, purchase or otherwise acquire or issue any such capital 
stock, or grant or issue any capital stock of the Company or Company 
Subsidiaries or stock options, warrants or other rights therefor (other than 
issuances of Company A Stock and Company B Stock pursuant to the exercise of 
currently outstanding FBG Options or pursuant to the conversion of Company B 
Stock to Company A Stock); (k) will not amend the Certificate of 
Incorporation or Bylaws of the Company or any of Company Subsidiaries, or 
make any change in the authorized or issued capital stock of the Company or 
such subsidiaries; (l) will not do any act or omit to do any act which will 
cause or permit a material breach by the Company or Company Subsidiaries of 
any contract, commitment or obligations, including without limitation this 
Agreement; (m) will not charge off any loans prior to Closing except in 
accordance with past policies and procedures consistently applied; (n) will 
not acquire, purchase any assets of, or make any investment in any entity, 
(other than, in the case of normal investing activity, as allowed in (e) 
above); (o) will not agree or commit to do any of the foregoing; (p) will not 
take or agree or commit to take any action that would make any representation 
and warranty of the Company hereunder inaccurate in any respect at, or as of 
any time prior to, the Effective Time, or (r) will not omit or agree or 
commit to omit to take any action necessary to prevent any such 
representation or warranty from being inaccurate in any respect at any such 
time.
              SECTION 5.3.  STOCKHOLDER MEETING: PROXY MATERIAL.  The Company
shall cause a meeting of its 
stockholders (the "Company Stockholder Meeting") to be duly called and held 
as soon as reasonably practicable for the purpose of voting on the approval 
of this Agreement, the Merger, and the transactions contemplated hereby.  The 
Directors of the Company shall recommend approval (and if the vote of the 
Directors of the Company in favor of this Agreement is unanimous, unanimously 
recommend approval) of this Agreement, the Merger, and the transactions 
contemplated hereby by the Company's stockholders, unless the Board of 
Directors of the Company determines, in good faith, at a meeting of the full 
Board of Directors, that the exercise of its fiduciary duties to the 
Company's shareholders under applicable law, as advised in writing by outside 
counsel reasonably acceptable to the Parent, requires them to decline to 
make, withdraw or modify such a recommendation.  Any such declining, 
withdrawal or modification, however, will not change the approval of the 
Merger for purposes of
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Section 251(b) of the DGCL.  In connection with such 
meeting, the Company (a) as soon as reasonably practicable, will take steps 
to prepare, file and clear with the SEC, and thereafter mail to its 
stockholders, the Company Proxy Statement and all other proxy materials for 
such meeting, and (b) will use its reasonable best efforts to obtain the 
necessary approval by its stockholders of this Agreement, the Merger, and the 
transactions contemplated hereby, unless the Board of Directors of the 
Company determines, in good faith, at a meeting of the full Board of 
Directors, that the exercise of its fiduciary duties to the Company's 
shareholders under applicable law, as advised in writing by outside counsel 
reasonably acceptable to the Parent, requires them not to.  Nothing in this 
Section 5.3 or 5.5 will be interpreted to eliminate the Company's obligation 
to prepare, file and clear with the SEC, and thereafter mail to its 
shareholders, the Company Proxy Statement, solicit proxies in favor of the 
Merger, or hold a meeting of its stockholders to vote on the Merger as 
provided herein, provided that, following the declining to make, withdrawal 
of or modification of the recommendation by the Board in accordance with this 
Section 5.3, the Parent shall have to waive in writing its right to the fee 
described in Section 9.2(b) in order for the Company to be so obligated.
              SECTION 5.4.     ACCESS TO INFORMATION.  From the date hereof
until the 
Effective Time, the Company will provide Parent, its counsel, financial 
advisors, auditors and other authorized representatives full access to the 
offices, properties, books and records of the Company and each of the Company 
Subsidiaries and will furnish to Parent, its counsel, financial advisors, 
auditors and other authorized representatives such financial and operating 
data and other information as such Persons may reasonably request and will 
instruct the Company's and each of the Company Subsidiaries' employees, 
counsel and financial advisors to cooperate with Parent in its investigation 
of the business of the Company and each of the Company Subsidiaries.
              SECTION 5.5.        NO SOLICITATION OF ACQUISITIONS PROPOSAL. 
Neither the Company nor its affiliates (including 
directors, officers, employees, agents, representatives and shareholders or 
any affiliates or associates thereof) ("Affiliates")  shall, directly or 
indirectly, make, encourage, facilitate, solicit, assist or initiate any 
inquiry or proposal, or, subject to the provisos to this sentence, provide 
any information to or participate in any negotiations with, any corporation, 
partnership, agent, attorney, financial advisor, person, or other entity or 
group (other than the Parent and its Affiliates) ("Third Parties") relating 
to any (i) liquidation, dissolution, recapitalization, merger or 
consolidation of the Company or its subsidiaries (ii) outside the ordinary 
course of business, sale of a significant amount of assets of the Company or 
its subsidiaries (iii) purchase or sale of shares of capital stock of the 
Company or its subsidiaries (iv) any similar actions or transactions 
involving the Company or its subsidiaries other than the transactions 
contemplated by this Agreement ("Extraordinary Transactions"), or, subject to 
the provisos to this sentence, agree to or consummate any Extraordinary 
Transactions; provided, however, that the Company may provide information at 
the request of, or enter into negotiations with a, third party or agree to or 
consummate any Extraordinary Transaction if the Board of Directors of the 
Company determines, in good faith, at a meeting of the full Board of 
Directors, that the exercise of its fiduciary duties to the Company's 
shareholders under applicable law, as advised in writing by Lord, Bissell & 
Brook (or other firm with a national reputation in transactions of this 
nature) requires it to take any such action, and, provided further, that the 
Company may not, in any event, provide to such third party any information 
which it has not provided to the Parent. In addition, following receipt of a 
proposal for an Extraordinary Transaction ("Acquisition Proposal"), the 
Company may take and disclose to its stockholders a position contemplated by 
Rule 14e-2 or Rule 14d-9 under the Exchange Act or otherwise make a 
disclosure to its stockholders.  The Company shall immediately inform the 
Parent of any inquiry, proposal or request for information (including the 
terms thereof and the person making such inquiry) which it may receive in 
respect of such a transaction and provide the Parent with a copy of any such 
written inquiries, proposals and offers, including without limitation any 
Acquisition Proposal.
              SECTION 5.6.    NOTICES OF CERTAIN EVENTS.  The Company shall
promptly notify Parent of:
              (a)        any notice or other communication from any Person
alleging that the consent of such Person is or may be 
required in connection with the transactions contemplated by this Agreement;
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              (b)        any notice or other communication from any
governmental
or regulatory agency or authority in connection 
with the transactions contemplated by this Agreement; and
              (c)        any actions, suits, claims, investigations or
proceedings commenced or, to the best of its knowledge 
threatened against, relating to or involving or otherwise affecting the 
Company which, if pending on the date of this Agreement, would have been requi
red to have been disclosed pursuant to Section 3.14 or which relate to the 
consummation of the transaction contemplated by this Agreement.
              SECTION 5.7.      TITLE TO REAL 
ESTATE.  As soon as practical after the date hereof, but in any event no
later than 60 days after the date hereof, the Company, 
at its own expense, shall obtain and deliver to Parent, with respect to all 
real estate owned by the Company and the Company Subsidiaries and listed on 
the Company Disclosure Schedule, an owner's preliminary report of title 
covering a date subsequent to the date hereof, issued by a title insurance 
company reasonably acceptable to Parent, which preliminary report shall 
contain a commitment of such title insurance company to issue an owner's 
title insurance policy on ALTA 1970 Owner's Form B insuring the fee simple 
title of the Company or such subsidiary in such real estate in an amount to 
be determined, subject only to (a) the standard exceptions to title 
customarily contained in such title policies and (b) liens of current state 
and local property taxes which are not delinquent or subject to penalty.
              SECTION 5.8.   MONTHLY FINANCIAL REPORTS.  From and after the
date of this 
Agreement the Company shall deliver to Parent within twenty (20) days of the 
last day of each calendar month, unaudited balance sheets and statements of 
income of the Company and of each of the Company Subsidiaries for such month 
(certified by the Chief Financial Officer of the Company (the "Monthly 
Reports") The Monthly Reports:  (a) will be true, correct and complete in all 
material respects; (b) shall present fairly (subject to adjustments that 
would be revealed by an audit, none of which is believed to be material in 
the aggregate) the financial position of the Company or the Company 
Subsidiaries (as the case may be) and the results of operations as of such 
date; and (c) shall properly reflect all assets of the Company or such 
subsidiaries (as the case may be) of a kind normally reflected in a balance 
sheet of such entity.
              SECTION 5.9.      FAIRNESS 
OPINION.  The Company shall use its reasonable best efforts to obtain an 
update and re-issue of the DLJ Fairness Opinion at the time of mailing of the 
Company Proxy Statement.
              SECTION 5.10.     OPINION.  The Company shall 
use its reasonable best efforts to obtain a written opinion from Jordan, 
Burt, special counsel to the Company, or such other special counsel 
reasonably acceptable to Parent, dated as of the Effective Time and 
substantially in the form contained in Schedule III attached hereto or 
otherwise in form and substance reasonably satisfactory to Parent; the 
Company shall not be required to spend more than $25,000 in this regard.
ARTICLE 6
COVENANTS OF PARENT
              Parent agrees that:
              SECTION 6.1.       CONFIDENTIALITY.  Prior to the Effective Time 
and after any termination of this Agreement, Parent will hold, and will use 
its reasonable best efforts to cause its officers, directors, employees, 
accountants, counsel, consultants, advisors and agents to hold, in confidence,
 unless compelled to disclose by judicial or administrative process or by 
other requirements of law, all non-public documents and information 
concerning the Company and the Company Subsidiaries furnished to Parent in 
connection with the transactions contemplated by this Agreement, except to 
the extent that such information can be shown to have been (a) previously 
known on a nonconfidential basis by Parent, (b) in the public domain through 
no fault of Parent or (c) later lawfully acquired by Parent from sources 
other than the Company; provided that Parent may disclose such information to
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its officers, directors, employees, accountants, counsel, consultants, 
advisors and agents in connection with the transactions contemplated by this 
Agreement so long as such Persons are informed by Parent of the confidential 
nature of such information to its officers, directors, employees, 
accountants, counsel, consultants, advisors and agents in connection with the 
transactions contemplated by this Agreement so long as such Persons are 
informed by Parent of the confidential nature of such information and are 
directed by Parent to treat such information confidentially.  Parent's 
obligation to hold any such information in confidence shall be satisfied if 
it exercises the same care with respect to such information as it would take 
to preserve the confidentiality of its own similar information. If this 
Agreement is terminated, Parent will, and will use its best efforts to cause 
its officers, directors, employees, accountants, counsel, consultants, 
advisors and agents to, destroy or deliver to the Company, upon request, all 
documents and other materials, and all copies thereof, obtained by Parent or 
on its behalf from the Company in connection with this Agreement that are 
subject to such confidence.
              SECTION 6.2.    CONDUCT OF PARENT.  From the date hereof until 
the Effective Time, Parent shall use its reasonable best efforts to preserve 
intact its business organizations and relationships with third parties and to 
keep available the services of its present officers and employees.  Parent 
shall not issue any Parent Stock for consideration less than the market price 
for such Parent Stock, or any options for Parent Stock with an exercise price 
below such market price, provided that the foregoing shall not prevent the 
issuance of Parent Stock in exercise of employee stock options, or the 
issuance of stock options pursuant to the terms of such plans.  In the event 
of any issuance of Parent Stock in any acquisition of assets, or in exchange 
for any stock of another entity in any merger or similar transaction, the 
determination by the Board of Parent as to the value of the consideration 
received in such acquisition or exchange shall be conclusive and binding.
              SECTION 6.3.  ACCESS TO INFORMATION.  From the date hereof
until the 
Effective Time, Parent will provide the Company, its counsel, financial 
advisors, auditors and other authorized representatives full access to the 
offices, properties, books and records of Parent and each of the Parent Subsid
iaries and will furnish to the Company, its counsel, financial advisors, 
auditors and other authorized representatives such financial and operating 
data and other information as such Persons may reasonably request and will 
instruct Parent's and each of the Parent Subsidiaries employees, counsel and 
financial advisors to cooperate with the Company in its investigation of the 
business of Parent and each of the Parent Subsidiaries.
              SECTION 6.4.  OBLIGATIONS OF MERGER SUBSIDIARY.  Parent will
take all action necessary to 
cause Merger Subsidiary to perform its obligations under this Agreement and 
to consummate the Merger on the terms and conditions set forth in this 
Agreement.
              SECTION 6.5.    VOTING OF 
SHARES.  Parent agrees to vote all Shares beneficially owned by it, if any, 
to approve this Agreement, the Merger and the transactions contemplated 
hereby, at the Company Stockholder Meeting.
              SECTION 6.6.     CONTINUING DIRECTORS. The Board of Directors
of Parent 
(the "Board") will appoint to the Board three individuals from a group of 
qualified nominees recommended by the Company and acceptable to Parent, with 
one individual to be appointed to each of the Board's three classes of 
directors. If any nominee so appointed is unable to serve the entirety of the 
remaining term of the class to which such nominee is appointed, the Board 
will appoint another person from such group to the Board as successor 
thereto. 
              SECTION 6.7.   REGISTRATION STATEMENT.  Parent shall as soon as
reasonably 
practicable prepare and file with the SEC under the 1933 Act the Registration 
Statement and shall use its reasonable best efforts to cause the Registration 
Statement to be declared effective by the SEC.  Parent shall as soon as 
reasonably practicable take any action required to be taken under foreign or 
state securities or Blue Sky laws in connection with the issuance of Parent 
Stock in the Merger, provided Parent shall not be required to qualify as a 
foreign corporation or to file a general consent to service of process in any 
jurisdiction where it is not now so qualified or required to file such a 
consent or to
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subject itself to taxation as doing business in any jurisdiction where it is not
now so taxed.
              SECTION 6.8.      STOCK EXCHANGE 
LISTING.  Parent shall use its best efforts to cause the shares of Parent
Stock to be issued in connection with the Merger to be 
listed on the NYSE, subject to official notice of issuance and evidence of 
satisfactory distribution, and shall reserve such shares of Parent Stock for 
issuance.  Parent shall use its reasonable best efforts to cause the Parent 
Warrants issued in connection with the Merger to be listed on an exchange or 
NASDAQ National Market, subject to official notice of issuance and evidence 
of satisfactory distribution, and shall reserve the shares of Parent Stock 
issuable thereunder. Reasonable best efforts shall not include the payment of 
more than $10,000 as an initial listing fee for such Warrants, the payment of 
more than $5,500 per year for such listing, the issuance of any additional 
Parent Warrants, or the imposition of unreasonable restrictions or 
requirements.
              SECTION 6.9.   STOCKHOLDER MEETING: PROXY MATERIAL.  The Parent
shall cause a meeting of its 
stockholders to be duly called and held as soon as reasonably practicable for 
the purpose of voting on the approval of this Agreement, the Merger, and the 
transactions contemplated hereby.  The Directors of the Parent shall, except 
as otherwise provided in Section 5.5 hereof and subject to their fiduciary 
duties as determined in good faith by the Board of Directors based on advice 
of outside legal counsel, recommend approval of this Agreement, the Merger, 
and the transactions contemplated hereby, by the Parent's stockholders.  In 
connection with such meeting, the Parent (a) will as soon as reasonably 
practicable take steps to prepare, file and clear with the SEC, and 
thereafter mail to its stockholders, its proxy statement (the "Parent Proxy 
Statement") and all other proxy materials for such meeting, and (b) will use 
its reasonable best efforts to obtain the necessary approval by its 
stockholders of this Agreement, the Merger, and the transactions contemplated 
hereby.
              SECTION 6.10. NOTICES OF CERTAIN EVENTS.  Parent shall promptly
notify the Company of:
              (a)any notice or other communication from any Person alleging
that
the consent of such Person is or may be required 
in connection with the transactions contemplated by this Agreement;
              (b)any notice or other communication from any governmental or
regulatory agency or authority in connection with the 
transactions contemplated by this Agreement; and
              (c)any actions, suits, claims, investigations or proceedings
commenced or, to the best of its knowledge threatened 
against, relating to or involving or otherwise affecting Parent which, if 
pending on the date of this Agreement, would have been required to have been 
disclosed pursuant to Section 4.10 or which relate to the consummation of the 
transaction contemplated by this Agreement.
              SECTION 6.11.    EMPLOYEE BENEFITS.  Parent shall cause
Surviving 
Corporation to provide the eligible employees of Surviving Corporation and 
its subsidiaries with benefits that are in the aggregate generally as 
favorable as the benefits provided to the eligible employees of Parent and 
the Parent Subsidiaries, provided, that, Parent, in its sole discretion, may 
elect to continue the health care coverage currently maintained by the 
Company for such eligible employees. The foregoing shall not limit the 
Parent's or Surviving Corporation's ability to make any staffing decisions 
they deem appropriate.
              SECTION 6.12      INDEMNIFICATION.  The Surviving Corporation 
shall honor any obligation of the Company immediately prior to the Effective 
Time to indemnify and hold harmless the present and former officers and 
directors of the Company and of the Company Subsidiaries (the "Indemnitees") i
n respect of acts or omissions occurring prior to the Effective Time to the 
extent required by the Company's certificate of incorporation and bylaws, or 
any indemnification agreement to which the Company and any Indemnitee are 
parties (copies of which have been provided by the Company to the Surviving 
Corporation), in effect on the date hereof, subject to any limitation imposed 
from time to time under applicable law.  For three years after the Effective 
Time, Parent will cause the Surviving Corporation to provide officers' and 
directors' liability insurance in respect of acts or omissions
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occurring 
prior to the Effective Time covering each such Indemnitee on terms with 
respect to coverage and amounts roughly comparable to the coverage and 
amounts currently provided by the Company's policy, which provides for 
coverage in the amount of $2,000,000, so long as such coverage may be 
obtained by Parent at a reasonable cost, the current cost of the Company's 
insurance being deemed reasonable for this purpose. 
              SECTION 6.13.    FINANCING.  Parent shall use its 
reasonable best efforts to obtain, prior to the time of printing of the Joint 
Proxy Statement, either (i) a commitment from The First National Bank of 
Chicago ("First Chicago") for all cash financing necessary for Parent and the 
Merger Subsidiary to consummate the Merger, and conduct its activities 
following the Effective Time or (ii) the consent of First Chicago and 
Boatmen's National Bank to the Merger under the Company's current agreements 
therewith, the consent of Shawmut Bank Connecticut, N.A. ("Shawmut") or its 
successor to the assumption by Parent or the Merger Subsidiary of the 
Company's obligations under that certain Credit Agreement dated June 27, 1994 
by and between the Company and Shawmut (the "Credit Agreement)", the 
extension of such Credit Agreement beyond its current term, and the 
continuation of the Credit Agreement upon economic terms no less favorable 
that those currently existing and reflecting an acknowledgement of the 
enhanced credit standing of the combined entities after the Merger.
              SECTION 6.14.      POOLING LETTER.  
Parent will use its reasonable best efforts to obtain from Deloitte & Touche, 
LLP, a letter dated prior to the time of printing of the Joint Proxy 
Statement, addressed to Parent and in form and substance reasonably 
satisfactory to Parent, to the effect that the business combination to be 
effected by the Merger is not required to be accounted for as a pooling of 
interests by Parent for purposes of its consolidated financial statements 
under generally accepted accounting principles and applicable SEC rules and 
regulations (the "Pooling Letter"), provided, that, Parent may abandon its 
efforts to obtain the Pooling Letter if it determines, in its sole 
discretion, that the Pooling Letter is unnecessary (in which event the 
condition in Section 8.2(i) shall lapse).
              SECTION 6.15.  FAIRNESS OPINION.  Parent will use its 
reasonable best efforts to obtain from Furman Selz a written opinion ("Furman 
Selz Fairness Opinion"), dated the time of mailing of the Joint Proxy 
Statement, or if dated previously, updated to such time, in either case to 
the effect that the Merger is fair to the stockholders of the Parent from a 
financial point of view.
              SECTION 6.16.   RESERVE OPINION.  Parent will use its 
reasonable best efforts to obtain the opinion described in Section 8.2(g).
ARTICLE 7
COVENANTS OF PARENT AND THE COMPANY
              The parties hereto agree that:
              SECTION 7.1.   REASONABLE BEST EFFORTS.  Subject to the terms
and conditions 
of this Agreement, each party will use its reasonable best efforts to take, 
or cause to be taken, all actions and to do, or cause to be done, all things 
necessary, proper or advisable to consummate the transactions contemplated by 
this Agreement.  Parent's reasonable best efforts shall not be deemed to 
include agreeing to change the Pricing Date.
              SECTION 7.2.   CERTAIN FILINGS.  The Company and Parent 
shall cooperate with each other (a) in connection with the preparation of the 
Company Proxy Statement and the Parent Proxy Statement (or the Joint Proxy 
Statement as provided in Section 7.5) and the Registration Statement, (b) in 
determining whether any action by or in respect of, or filing with, any, 
governmental body, agency or official, or authority is required, or any 
actions, consents, approvals or waivers are required to be obtained from 
parties to any material contracts, in connection with the consummation of the 
transactions contemplated by this Agreement and (c) in seeking any such 
actions, consents, approvals or waivers or making any such filings, 
furnishing information required in connection therewith or with the Company 
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Proxy Statement and the Registration Statement and seeking timely to obtain 
any such actions, consents, approvals or waivers.
              SECTION 7.3.   PUBLIC ANNOUNCEMENTS.  Neither Parent nor the
Company 
will issue any press release or make any public statement with respect to 
this Agreement and the transactions contemplated hereby without the prior 
approval of the other party, except as may be required by applicable law or 
any listing agreement with any national securities exchange.  Parent and the 
Company shall consult with each other concerning, and endeavor in good faith 
to agree on, the content of any such required announcement or disclosure.
              SECTION 7.4.    FURTHER ASSURANCES.  At and after the Effective 
Time, the officers and directors of the Surviving Corporation will be 
authorized to execute and deliver, in the name and on behalf of the Company 
or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and 
to take and do, in the name and on behalf of the Company or Merger 
Subsidiary, any other actions and things to vest, perfect or confirm of 
record or otherwise in the Surviving Corporation any and all right, title and 
interest in, to and under any of the rights, properties or assets of the 
Company acquired or to be acquired by the Surviving Corporation as a result 
of, or in connection with, the Merger.
              SECTION 7.5.   JOINT PROXY STATEMENT/PROSPECTUS.  It is
understood and agreed that the Company 
and Parent may prepare a Joint Proxy Statement and prospectus in satisfaction 
of their respective obligations to prepare a Proxy Statement and the 
Registration Statement.
ARTICLE 8
CONDITIONS TO THE MERGER
              SECTION 8.1.  CONDITIONS TO THE OBLIGATIONS OF EACH PARTY.  The
obligations of the Company, Parent and Merger 
Subsidiary to consummate the Merger are subject to the satisfaction or waiver 
at or prior to the Closing of the following conditions:
              (a)The shareholders of the Company and the Parent shall have
duly
approved and adopted this Agreement, the Merger, 
and the other transactions contemplated hereby to the extent required by 
applicable requirements of law and the Certificate or Articles of 
Incorporation and By-laws of each of the Company and the Parent.
              (b)any applicable waiting period under the HSR Act relating to
the
Merger shall have expired or terminated;
              (c)the transactions contemplated by this Agreement shall have
been
approved by any federal, state, foreign or local 
governmental or regulatory authority or self-regulatory body the approval of 
which is required to permit the consummation thereof, including without 
limitation the Florida and Kansas Commissioners of Insurance if required, 
without the imposition of any condition, requirement or commitment which 
would reasonably be expected to have a Company Material Adverse Effect, a 
Parent Material Adverse Effect, or a material adverse effect on the business, 
operations, assets, conditions (financial or otherwise) or results of 
operations of the Surviving Corporation;
              (d)no provision of any applicable law or regulation and no
judgment, injunction, order or decree shall prohibit the 
consummation of the Merger;
              (e)the Company's Board of Directors shall have received from DLJ
the DLJ Fairness Opinion updated and re-issued at 
the time of mailing of the Company Proxy Statement, which opinion shall not 
have been withdrawn;
              (f)the Company shall have received from Bryan Cave LLP special
counsel for Parent and Merger Subsidiary, and from 
other counsel for Parent reasonably satisfactory to the Company, written 
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opinions dated as of the Effective Time and substantially in the respective 
forms contained in Schedule I attached hereto or otherwise in form and 
substance reasonably satisfactory to the Company;
              (g)Parent shall have received from Lord, Bissell & Brook,
special
counsel to the Company, Harnett Lesnick Ripps & 
Kahn, P.A., outside general counsel to the Company, written opinions, dated 
as of the Effective Time and substantially in the respective forms contained 
in Schedule II attached hereto or otherwise in form and substance reasonably 
satisfactory to Parent.
              (h)no court, arbitrator or governmental body, agency or official
shall have issued any order, and there shall not 
be any statute, rule or regulation, restraining or prohibiting the 
consummation of the Merger or the effective operation of the business of the 
Company, the Company Subsidiaries, the Parent and Parent Subsidiaries after 
the Effective Time;
              (i)all actions by or in respect of or filings with any
governmental body, agency, official, or authority required 
to permit the consummation of the Merger, including but not limited to the 
Florida and Kansas Insurance Departments and any other insurance regulatory 
agency in any state in which the Company, the Company Subsidiaries, Parent 
and the Parent Subsidiaries do business, shall have been obtained;
              (j)the Registration Statement shall have been declared effective
and no stop order suspending the effectiveness of 
the Registration Statement shall be in effect and no proceedings for such 
purpose shall be pending before or threatened by the SEC;
              (k)the shares of Parent Stock to be issued in connection with
the
Merger shall have been approved for listing on 
the NYSE, subject to official notice of issuance of satisfactory 
distribution;
              (l)each of Parent and the Surviving Corporation shall execute
and
deliver Employment Agreements with each of Frank 
T. Crohn and Donna J. Rubertone, substantially in the forms of Exhibits A-1 
and A-2 hereto as applicable, on or before the Closing; 
              (m)  there shall not have been a downgrading or threatened 
downgrading of the Parent Insurance Subsidiary by A.M. Best; provided, that, 
in the event of a threatened downgrading, the parties agree that (i) Parent 
shall promptly notify the Company of such threatened downgrading, and (ii) 
neither Parent nor the Company may terminate this Agreement pursuant to 
Section 9.1(f) or (g), as the case may be, because of such threatened 
downgrading unless such threat has not been withdrawn by A.M. Best within ten 
(10) calendar days from the date it was received by Parent, and (X) Parent 
shall have used its reasonable best efforts to have such threat withdrawn 
prior to such time, and (Y) if permitted by A.M. Best, the Company and Parent 
shall have made a joint presentation to A.M. Best with a request that it 
withdraw such threatened downgrading.  If this Agreement is terminated 
pursuant to Section 9.1(f) or (g), the parties shall make a joint 
announcement of such termination and the reason therefor; and
              (n)  the parties shall have executed the form of the Warrant 
Agreement prior to the mailing of the proxy statements by each party.
              SECTION 8.2.     CONDITIONS TO OBLIGATIONS OF PARENT.  The
obligation of Parent to consummate the 
transactions contemplated by this Agreement shall be subject to the 
satisfaction or waiver at or prior to the Closing of the following additional 
conditions:
              (a)REPRESENTATIONS AND WARRANTIES.  The representations and
warranties of the Company set forth in Article 3 that 
are qualified as to materiality shall be true and correct, and the 
representations and warranties of the Company set forth in Article 3 that are 
not so qualified shall be true and correct in all material respects, in each 
case as of the date of this Agreement and as of the Closing as though made on 
and as of the date of the Closing, except to the extent such representations 
and warranties speak as of an earlier date or except for transactions 
explicitly
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permitted by this Agreement.  The representations and warranties 
of the Company set forth in Article 3 shall also be true and correct in the 
aggregate as of the date of this Agreement and as of the Closing with the 
same effect as though made on and as of the date of the Closing, except to 
the extent the breaches of all the representations and warranties, if any 
(excluding, for this purpose, any qualifications as to materiality therein) 
in the aggregate do not have a Company Material Adverse Effect.
              (b) PERFORMANCE OF OBLIGATIONS OF COMPANY.  The Company shall
have
performed in all material respects all 
obligations required to be performed by it under this Agreement at or prior 
to the Effective Time.
              (c)       CERTIFICATE.  Parent shall have
received a certificate dated as of the date of the Closing and signed on
behalf of Company by the Chief 
Executive Officer and Chief Financial Officer the Company, to the effect that 
the conditions to Parent's obligations set forth in Sections 8.2(a) and (b) 
have been satisfied.
              (d) NO MATERIAL ADVERSE CHANGE.  There shall not have occurred
any
one or more events with respect to the Company 
or the Company Subsidiaries between the Company Balance Sheet Date and the 
date of the Closing which, individually or in the aggregate, had, or may be 
reasonably expected to have, a Company Material Adverse Effect, a Parent 
Material Adverse Effect or a Surviving Corporation Adverse Effect including, 
without limitation, a downgrading or threatened downgrading of the Company 
Insurance Subsidiary by A.M. Best (which is hereby deemed to be such a 
Material Adverse Effect) or a development or developments in any litigation 
listed in the Company Disclosure Schedule with respect to Section 3.14 which, 
individually or in the aggregate, had, or may be reasonably expected to have, 
a Company Material Adverse Effect.   
              (e) COMFORT LETTER.  Parent shall have received a "comfort
letter"
from Deloitte & Touche, LLP, the Company's 
independent certified public accountants, dated the date of the Company Proxy 
Statement and updated as of the date of the Closing, with respect to the 
financial information regarding the Company and the Company Subsidiaries in 
form and substance reasonably satisfactory to Parent, and shall have received 
their consent to the inclusion of their report on the Company's financial 
statements included in the Registration Statement.
              (f) TAX OPINION.  Parent shall have received from its counsel an
opinion to the effect that the Merger when 
consummated in accordance with the terms hereof and any plan of merger 
entered into by the parties will constitute a tax-free reorganization within 
the meaning of Section 368(a) of the Code, that no gain or loss will be 
recognized by Parent or the Company on consummation of the Merger, and that 
the exchange of Parent Stock for Shares will not give rise to recognition of 
gain or loss for federal income tax purposes to the stockholders of the 
Company, except with respect to the receipt of the Cash Portion Per Share, 
the Parent Warrants and cash in lieu of a fractional share of Parent Stock 
and Parent Warrant, and the Merger will not give rise to recognition of gain 
or loss for federal income tax purposes to Parent.
              (g) RESERVES.  Parent shall have received an unqualified opinion
of an independent actuarial firm, satisfactory to 
Parent, that the reserves and assets held by the Company and the Company 
Insurance Subsidiary are adequate and sufficient to fund the legal and 
contractual obligations of the Company and the Company Insurance Subsidiary 
to the Company Insurance Subsidiary's policy holders as of June 30, 1995.  
Such opinion must be accompanied by an Actuarial Memorandum of the same 
independent actuarial firm, describing the Company's Asset Adequacy Analysis. 
              (h)  BLUE SKY COMPLIANCE.  Parent shall have 
received all state securities or "blue sky" authorizations necessary to issue 
Parent Stock and Parent Warrants pursuant to the Merger.
              (i)     POOLING LETTER.  Unless waived, 
Parent shall have received the Pooling Letter dated no later than the time of 
printing of the Joint Proxy Statement.
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              (j)       FAIRNESS OPINION.  Parent shall have 
received the Furman Selz Fairness Opinion, dated the time of mailing of the 
Joint Proxy Statement, or if dated previously, updated to such time.
              (k) RESIGNATIONS.  Parent shall have received written
resignations
from such office from all directors and officers 
of the Company and the Company Subsidiaries.
              (l) AFFILIATES.  Parent shall have received a signed "affiliates
letter" from all affiliates of the Company (i) 
restricting the shares of Parent Stock received from them unless sold 
pursuant to the requirements of Rule 145 or other exemption from the Federal 
securities laws, and an opinion to that effect reasonably satisfactory to 
Parent (both as to counsel and form of opinion) and (ii) providing for a 
legend referencing such restriction.
              (m)       FINANCING.  Parent shall 
have received, no later than the date of printing of the Joint Proxy 
Statement, either (a) a commitment from First Chicago for all cash financing 
necessary for Parent and the Merger Subsidiary to consummate the Merger, and 
conduct its activities following the Effective Time or (b) consents or 
waivers to the execution of this Agreement and to the consummation of each of 
the transactions contemplated hereby from (i) Shawmut or its successor (to 
the assumption by Parent or the Merger Subsidiary of the Company's 
obligations under the Credit Agreement, the extension of such Credit 
Agreement beyond its current term, and the continuation of the Credit 
Agreement upon economic terms no less favorable that those currently existing 
and reflecting an acknowledgement of the enhanced credit standing of the 
combined entities after the Merger, and (ii) Parent's senior lenders, First 
Chicago and Boatmen's National Bank.  
              (n)     OPTION PLAN AMENDMENT.  The stockholders of 
Parent shall have approved an amendment to the 1989 AmVestors Financial 
Corporation Non-Qualified Stock Option Plan to increase the number of shares 
issuable under such plan by at least 150,000 shares.
              (o)      RELEASES
 .  Parent shall have received appropriate releases from holders of options
issued pursuant to Financial Benefit Group, Inc.'s 
Employee Incentive Stock Option Plan as described in Section 1.5(f).
              SECTION 8.3.        CONDITIONS TO OBLIGATIONS OF THE COMPANY. 
The obligation of the Company to consummate the 
transactions contemplated by this Agreement shall be subject to the 
satisfaction or waiver at or prior to the Closing of the following additional 
conditions:
              (a) REPRESENTATIONS AND WARRANTIES.  The representations and 
warranties of Parent and Merger Subsidiary set forth in Article 4 that are 
qualified as to materiality shall be true and correct, and the 
representations and warranties of Parent and Merger Subsidiary set forth in 
Article 4 that are not so qualified shall be true and correct in all material 
respects, in each case as of the date of this Agreement and as of the Closing 
as though made on and as of the date of the Closing, except to the extent 
such representations and warranties speak as of an earlier date or except for 
transactions permitted by this Agreement.  The representations and warranties 
of Parent set forth in Article 4 shall also be true and correct in the 
aggregate as of the date of this Agreement and as of the Closing with the 
same effect as though made on and as of the date of the Closing, except to 
the extent the breaches of all the representations and warranties, if any 
(excluding, for this purpose, any qualifications as to materiality therein) 
in the aggregate do not have a Parent Material Adverse Effect.
              (b) PERFORMANCE OF OBLIGATIONS OF PARENT AND MERGER SUBSIDIARY. 
Parent and Merger Subsidiary shall have performed 
in all material respects all obligations required to be performed by them 
under this Agreement at or prior to the Effective Time.
              (c)      CERTIFICATE.  The Company 
shall have received a certificate dated as of the date of the Closing and 
signed on behalf of Parent and Merger Subsidiary by the respective Chief 
Executive Officers and Chief Financial Officers of each such entity, to the 
effect that the conditions to the Company's obligations set forth in Sections 
8.3(a) and (b) have been satisfied.
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              (d) NO MATERIAL ADVERSE CHANGE.  There shall not have occurred
any
one or more events with respect to Parent, the 
Parent Subsidiaries or the Merger Subsidiary between the Parent Balance Sheet 
Date and the date of the Closing which, individually or in the aggregate, 
had, or may be reasonably expected to have, a Parent Material Adverse Effect, 
including without limitation a development or developments in any litigation 
listed in the Parent Disclosure Schedule with respect to Section 4.12 which, 
individually or in the aggregate, had, or may be reasonably expected to have, 
a Parent Material Adverse Effect.
              (e)  TAX OPINION.  The Company shall
have received from its counsel an opinion to the effect that the Merger when
consummated in 
accordance with the terms hereof and any plan of merger entered into by the 
parties will constitute a tax-free reorganization within the meaning of 
Section 368(a) of the Code, that no gain or loss will be recognized by Parent 
or the Company on consummation of the Merger, and that the exchange of Parent 
Stock for Shares will not give rise to recognition of gain or loss for 
federal income tax purposes to the stockholders of the Company, except with 
respect to the receipt of the Cash Portion Per Share, the Parent Warrants and 
cash in lieu of a fractional share of Parent Stock and Parent Warrant, and 
the Merger will not give rise to recognition of gain or loss for federal 
income tax purposes to the Company.  
              (f)   RESERVES.  The Company 
shall have received an unqualified opinion of an independent actuarial firm, 
satisfactory to the Company, that the reserves and assets held by Parent and 
the Parent Insurance Subsidiary are adequate and sufficient to fund the legal 
and contractual obligations of Parent and the Parent Insurance Subsidiary to 
Parent Insurance Subsidiary's policy holders as of June 30, 1995.  Such 
opinion must be accompanied by an Actuarial Memorandum of the same 
independent actuarial firm, describing Parent's Asset Adequacy Analysis.  
ARTICLE 9
TERMINATION
              SECTION 9.1. TERMINATION.  
This Agreement may be terminated and the Merger may be abandoned at any time 
prior to the Effective Time (notwithstanding any approval of this Agreement, 
the Merger, and the transactions contemplated hereby, by the stockholders of 
the Company):
              (a)by mutual written consent of the Company and Parent;
              (b)by either the Company or Parent, if there shall be any law or
regulation that makes consummation of the Merger 
illegal or otherwise prohibited or if any judgment, injunction, order or 
decree enjoining Parent or the Company from consummating the Merger is 
entered and such judgment, injunction, order or decree shall become final and 
nonappealable;
              (c)by either Parent or the Company, if the Effective Time shall
not have occurred on or before January 31, 1996;
              (d)by either Parent or the Company, if the stockholders of the
Company or Parent fail to approve and adopt this 
Agreement, the Merger and other transactions contemplated hereby at a meeting 
duly convened therefor;
              (e)by Parent, if the Company shall have received any Acquisition
Proposal that the Board of Directors of the 
Company has determined is more favorable to the Company's stockholders than 
the transactions contemplated by this Agreement, or has otherwise declined to 
make, withdrawn or modified its recommendation for the Company's shareholders 
to approve this Agreement, the Merger and the transactions contemplated 
hereby;
              (f)by Parent, if any of the conditions specified in Sections 8.1
and 8.2 hereof has not been met or waived by 
Parent on or prior to the Effective Time or at such time as such condition 
can no longer be satisfied;
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              (g)by the Company, if any of the conditions specified in
Sections
8.1 and 8.3 hereof has not been met or waived by 
the Company on or prior to the Effective Time or at such time as such 
condition can no longer be satisfied; or
              (h)by either Parent or the Company if the Parent Stock Price is
less than $9.50 or greater than $14.50.
              The party desiring to terminate this Agreement pursuant to
clauses
(b), (c), (d), (e), (f), (g) or (h) shall give 
written notice of such termination to the other party in accordance with 
Section 10.1.        
          SECTION 9.2.   PAYMENTS 
AND EXPENSES.  In recognition of the considerable time and expense that the
Parent has expended and will expend in entering into 
this Agreement, and pursuing the Merger and the other transactions 
contemplated hereby, and in order to induce Parent and Merger Subsidiary to 
enter into this Agreement, the Company shall pay to the Parent the amounts 
described in (a) and (b) below.
              (a)In the event that this Agreement is terminated and the Merger
has not been consummated (other than as a result 
of the material breach by the Parent or Merger Subsidiary of their 
representations, warranties or covenants contained in this Agreement or the 
exercise by either party of the right to terminate under Section 9.1(h)), and 
if no Triggering Event (as hereinafter defined) has occurred, the Company 
shall reimburse the Parent for its time and expenses in pursuing and 
structuring the Merger in an amount equal to $250,000.  In the event that 
this Agreement is terminated and the Merger has not been consummated as a 
result of the material breach by the Parent or Merger Subsidiary of their 
representations, warranties or covenants contained in this Agreement (and 
there shall have been no material breach by the Company of its 
representations, warranties or covenants contained in this Agreement), and if 
no Triggering Event has occurred, the Parent shall reimburse the Company for 
its time and expenses in pursuing and structuring the Merger in an amount 
equal to $250,000.
              (b)The Company shall pay to Parent $1,000,000 if the Merger is
not
consummated and any of the following have 
previously occurred ("Triggering Events"):
              (i)any other party shall have in any manner proposed (whether to
management, the directors or the shareholders of 
the Company or otherwise) or communicated or announced its interest in 
pursuing an Extraordinary Transaction (after execution of this Agreement), 
such proposal or interest is publicly communicated or announced by any party, 
and the shareholders of the Company disapprove the Merger, this Agreement or 
the transactions contemplated hereby.
              (ii) more than 25% of the Shares held by the directors of the 
Company are voted against, or abstain from voting on, the Merger, this 
Agreement and the transactions contemplated hereby.
              (iii) the Company enters into an agreement (or reaches an 
agreement in principle) providing for an Extraordinary Transaction or the 
directors or shareholders of the Company shall have authorized or approved 
the entering into any such agreement or agreement in principle by the Company 
or any application, notification or filing seeking regulatory approval or 
clearance of any such agreement, agreement in principle or Extraordinary 
Transaction shall have been filed; 
              (iv)  an Extraordinary Transaction shall be consummated by the 
Company; 
              (v) any other party shall have commenced, or publicly
communicated
an intention to commence, a solicitation of 
proxies in opposition to approval by the Company's shareholders of this 
Agreement and the shareholders of the Company disapprove the Merger, this 
Agreement and the transactions contemplated hereby; or
              (vi) the Board of Directors declines to make, withdraws or
amends
its recommendation to the
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Company's shareholders 
to approve this Agreement, the Merger and the transactions contemplated 
hereby.
          The fee described in this Section 9.2(b) shall not be payable in 
the event that the Company has terminated this Agreement, pursuant to its 
rights under Section 9.1, prior to the occurrence of a Triggering Event.  The 
fee described in this Section 9.2(b) shall also not be payable in the event 
that the Parent terminates this Agreement (X) pursuant to its rights under 
Section 9.1(h), (Y) because the Parent does not receive the pooling letter 
described in Section 8.2(i) or (Z) because of a downgrading or threatened 
downgrading of the Parent Insurance Subsidiary or Company Insurance 
Subsidiary by A.M. Best, which downgrading or threatened downgrading is not 
primarily the result of a Triggering Event or actions taken in connection 
therewith.
              SECTION 9.3.  OTHER RIGHTS 
AND REMEDIES.  The payments described in Sections 9.2 hereof shall be in 
addition to, and not in limitation of, any right or remedy that the Parent or 
Merger Subsidiary may otherwise have for a breach by the Company of the 
provisions of this Agreement.
              SECTION 9.4.    PROCEDURE UPON 
TERMINATION.  In the event of termination and abandonment pursuant to this
Article 9, this Agreement shall terminate and the 
Merger shall be abandoned without further action by the Company or the 
Parent, provided that the agreements contained in Sections 5.1 and 6.1 hereof 
shall remain in full force and effect.  If this Agreement is terminated as 
provided herein, each party shall use its reasonable best efforts to 
redeliver all documents, work papers and other material (including any copies 
thereof) of any other party relating to the transactions contemplated hereby, 
whether so obtained before or after the execution hereof, to the party 
furnishing the same. Nothing contained in this Agreement shall relieve any 
party from any liability for any breach of this Agreement prior to 
termination.
ARTICLE 10
MISCELLANEOUS
              SECTION 10.1.     NOTICES.  All 
notices, requests and other communications to any party hereunder shall be in 
writing (including telecopy or similar writing) and shall be given, 

                                     if to Parent or Merger Subsidiary, to:
                                             AmVestors Financial Corporation
                                             415 S.W. Eighth Avenue
                                             Topeka, Kansas  66603
                                             Attention: Mark V. Heitz
                                             President and General Counsel
                                             telecopy:  (913) 232-3534
                                       With a copy to:
                                              Bryan Cave LLP
                                              211 North Broadway, Suite 3600
                                              St. Louis, Missouri 63102
                                              Attention: Michael A. DeHaven
                                              telecopy: (314) 259-2020
                                         if to the Company, to:  
                                               Financial Benefit Group, Inc.
                                               Attention Frank T. Crohn
                                               7251 West Palmetto Park Road
                                               Boca Raton, Florida 33433
                                               telecopy: (407) 394-8299
                                          With a copy to:

                                             Harnett Lesnick Ripps & Kahn, P.A.
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                                                 Attention: Bertram Harnett
                                                 7251 West Palmetto Park Road
                                                 Boca Raton, Florida 33433
                                                 telecopy: (407) 368-4315
                                            and to:
                                                  Lord, Bissell & Brook
                                                  Attention David L. Skelding 
                                                  115 South LaSalle Street
                                                  Chicago, Illinois 60603
                                                  telecopy (312) 443-0336
or such other address or telecopy number as such party may hereafter specify 
by notice to the other parties hereto.  Each such notice, request or other 
communication shall be effective (a) if given by telecopy, when such telecopy 
is transmitted to the telecopy number specified in this Section and the 
appropriate telecopy confirmation is received or (b) if given by any other 
means, when delivered at the address specified in this Section.
                      SECTION 10.2.  SURVIVAL OF 
REPRESENTATIONS AND WARRANTIES.  The representations and warranties and
agreements contained herein and in any certificate or 
other writing delivered pursuant hereto shall not survive the Effective Time 
and the termination of this Agreement except for the representations, 
warranties and agreements set forth in Sections 1.3, 1.5, 1.7, 2.3, 3.7, 
3.16, 3.18, 4.15, 5.1, 6.1, 6.6, 6.7, 10.2 and 10.4.
                      SECTION 10.3.  AMENDMENTS; NO WAIVERS. (a) Any
provision of this Agreement may be 
amended or waived prior to the Effective Time if, and only if, such amendment 
or waiver is in writing and signed, in the case of an amendment, by the 
Company, Parent and Merger Subsidiary or in the case of a waiver, by the 
party against whom the waiver is to be effective; provided that after the 
adoption of this Agreement by the stockholders of the Company, no such 
amendment or waiver shall, without the further approval of such stockholders, 
alter or change (i) the amount or kind of consideration to be received in 
exchange for any Shares of capital stock of the Company; (ii) any term of the 
certificate of incorporation of the Surviving Corporation or (iii) any of the 
terms or conditions of this Agreement if such alteration or change would 
adversely affect the holders of any Shares of capital stock of the Company.
                      (b)No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as 
a waiver thereof nor shall any single or partial exercise thereof preclude 
any other or further exercise thereof or the exercise of any other right, 
power or privilege.  The rights and remedies herein provided shall be 
cumulative and not exclusive of any rights or remedies provided by law.
                      SECTION 10.4.     EXPENSES.  Except as otherwise
provided 
in this Agreement, each party hereto shall pay its own legal and accounting 
fees, costs and expenses in connection with the negotiation and execution of 
this Agreement and the transactions contemplated hereby.
                      SECTION 10.5      AFFILIATE RESTRICTIONS/LEGENDS.  The
shares of Parent Stock received by any affiliate, as that term is defined
under the Securities Act, 
shall be subject to the restrictions contained in Rule 145 under the 
Securities Act and may not be resold by any such affiliate except in 
compliance with such rule or another applicable exemption from registration 
under such Act and any applicable state securities laws.  The shares of 
Parent Stock received by any such affiliate shall contain an appropriate 
legend.
                      SECTION 10.6. ENTIRE AGREEMENT/NO 
THIRD PARTY BENEFICIARIES.  All prior negotiations and agreements between the
parties hereto relating to the subject matter 
hereof are superseded by this Agreement and as of the date hereof there are 
no representations, warranties, understandings or agreements, whether written 
or oral, expressed or implied, other than those specifically set forth
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herein.  There are no third party beneficiaries to this Agreement.
                      SECTION 10.7.  WAIVERS.  Any failure by any of the 
parties hereto to comply with any of the obligations, agreements or 
conditions set forth herein may be waived by the other party or parties 
provided, however, that any such waiver shall not be deemed a waiver of any 
other obligation, agreement or condition.
                      SECTION 10.8.AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS.  
Each of the parties agrees to cooperate fully in the effectuation of the 
transactions contemplated hereby and to execute any and all additional 
documents or take such additional actions as shall be reasonably necessary or 
appropriate for such purpose.
                      SECTION 10.9.  SUCCESSORS AND ASSIGNS.  
The provisions of this Agreement shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and assigns, 
provided that no party may assign, delegate or otherwise transfer any of its 
rights or obligations under this Agreement without the prior written consent 
of the other parties hereto.
                      SECTION 10.10.   GOVERNING LAW.  This 
Agreement shall be governed by and construed in accordance with the internal 
laws and not the conflicts of laws provisions of the State of Kansas.
                      SECTION 10.11.EXCLUSIVE JURISDICTION AND CONSENT TO
SERVICE OF PROCESS. The Parties agree that any legal 
action, suit or proceeding arising out of or relating to this Agreement or 
the agreements and transactions contemplated hereby shall be instituted in a 
Federal court located in such District, or a state court in such District or 
County, in which the Parent resides, which shall be the exclusive 
jurisdiction and venue of said legal proceedings, and each party hereto 
waives any objection which such party may now or hereafter have to the laying 
of venue of any such action, suit or proceeding.  Any and all service of 
process and any other notice in any such action, suit or proceeding shall be 
effective against such party upon notice to such party thereof as provided in 
Section 10.1. Nothing contained herein shall be deemed to affect the right of 
any party hereto to serve process in any manner permitted by law.
                      SECTION 10.12.     DISCLOSURE SCHEDULES.  
Notwithstanding anything herein to the contrary, any matter disclosed in any 
part of either the Company Disclosure Schedule or the Parent Disclosure 
Schedule shall be deemed to be disclosed in all parts of such Schedules where 
the other party could reasonably be expected to ascertain the scope of the 
modification of any such other representation, regardless of whether such 
matter is specifically cross-referenced.  The disclosure of any matter in a 
Schedule is not to be deemed determinative of or an indication that such 
matter is material to the operations of the Company or Parent, as the case 
may be.
                      SECTION 10.13.   COUNTERPARTS: EFFECTIVENESS.  This
Agreement may be signed in any number of 
counterparts, each of which shall be an original, with the same effect as if 
the signatures thereto and hereto were upon the same instrument.  This 
Agreement shall become effective when each party hereto shall have received 
counterparts hereof signed by all of the other parties hereto.
                      IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed by their respective authorized officers as of 
the day and year first above written.
                                        FINANCIAL BENEFIT GROUP, INC.
                                        By: /c/ Frank T. Crohn
                                        Title: CHAIRMAN AND CEO
                                        AMVESTORS FINANCIAL CORPORATION
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                                        By:/c/ Ralph W. Laster, Jr.
                                        Title: CHAIRMAN AND CEO
                                        AMVESTORS ACQUISITION SUBSIDIARY, INC.
                                        By:/c/ Mark V. Heitz
                                        Title: PRESIDENT
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