March 27, 1997

Mr. Mark V. Heitz, President
AmVestors Financial Corporation
555 S. Kansas Avenue
Topeka, Kansas  66603

RE:  Special Incentive Bonus Agreement

Dear Mark:

The Board of Directors of AmVestors Financial Corporation ("Corporation") 
resolved to allow you to participate in the Special Incentive Bonus 
Arrangement ("Arrangement").  This letter outlines the terms of the 
Arrangement which could, in the event certain circumstances occur, result in 
the payment of a substantial cash bonus to you based upon the Company's 1997 
stock performance.

The Board has selected you for participation in the Arrangement as a reward 
for your valuable past services to the Corporation and its subsidiaries.  In 
addition, the Board intends that its extension of the Arrangement to you will 
induce you to remain in the service of the Corporation and its subsidiaries, 
and continue your valuable and substantial efforts on their behalf.

Eligibility for Bonus
In the event you are not so employed on December 31, 1997, however, you will 
still be eligible to receive an unreduced bonus if your termination of 
employment was due to your death or disability.  For purposes of the 
Arrangement, the term "disability" has the meaning set forth in your 
Employment Contract.  In the event your employment terminates prior to 
December 31, 1997, for a reason other than "cause" or a change of control, 
you will be eligible to receive a pro rata share of any bonus paid under the 
Arrangement based upon the number of days you are employed by the Corporation 
or one of its subsidiaries, divided by 365.

In the event your employment is terminated for "cause" pursuant to your 
Employment Agreement, you will not be eligible to receive any payment under 
the Arrangement.

Amount of Bonus
The cash bonus to be paid under the Arrangement shall be equal to the 
following:  the difference between the Corporation's per share average 
closing common stock price for the last ten (10) trading days in 1997, as 
reported in The Wall Street Journal and the per share closing on the price 
for the last trading day of 1996.  The per share price difference will then 
be multiplied by 45,500.  It  is the intent of the Arrangement, therefore, to 
pay you a cash bonus which approximates the growth performance of 45,500 
shares of the Corporation's common stock for the 1997 calendar year.

However, in the event that a "change of control" of the Corporation occurs, 
you will instead be eligible for a bonus based upon the greater of:

                                             (1)  The highest per share price 
paid by the person(s) affecting the change of control in acquiring shares of 
the Corporation's common stock during the two years prior to the occurrence 
of the change of control; or

                                             (2)  The average of the share 
price of the Corporation's common stock at the close of trading, as later 
reported in The Wall Street Journal, for the ten trading days following the 
date that the person(s) publicly announce their plan to effect the change of 
control.
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For purposes of the Arrangement, the term "change of control" has the meaning 
set forth in the AmVestors Financial Corporation Employee Stock Ownership 
Plan.

Payment of the Bonus
Except for a bonus payment associated with a change of control, the 
Corporation will pay any bonus due you under the Arrangement on or before 
January 15, 1998.  In the event that a change of control occurs, you will be 
paid any bonus due under the Arrangement within 14 days after the effective 
date of the change of control.  The Corporation will withhold from any bonus 
payment due under the Arrangement all amounts it deems necessary or 
appropriate to satisfy its liability to withhold federal, state, or local 
income or other taxes attributable to any such bonus payment.

Miscellaneous
The Arrangement does not confer upon you any right to continue in the employ 
of the Corporation or any subsidiary, and it shall not be construed to 
interfere with or otherwise limit the right of the Corporation or any 
subsidiary to modify or terminate the terms or conditions of your employment.

-2-
 
The Board of Directors of the Corporation retains the authority to address 
any and all questions which may arise with respect to the interpretation of 
the Arrangement, and the Board's determination shall be final and binding as 
to all parties.

Please evidence your desire to participate in the Arrangement as described 
above by executing this letter and returning it to my attention.

Very truly yours,

AMVESTORS FINANCIAL CORPORATION




R. Rex Lee, Chairman 
Compensation Committee
Board of Directors of
AmVestors Financial Corporation


ACCEPTED BY:

AMVESTORS FINANCIAL CORPORATION


By: /s/ Ralph W. Laster                      /s/ Mark V. Heitz
 ________________________                   _______________________
                                                 Participant
Title: _______________________    

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