PERSONAL AND CONFIDENTIAL
April 22, 1997
Ralph W. Laster, Jr.
Chairman and CEO
AmVestors Financial Corporation
415 SW Eight Avenue
Topeka, KS 66603
Dear Mr. Laster:
We are pleased to confirm the arrangements under which Bush-O'Donnell & Co.,
Inc. ("Bush-O'Donnell") is engaged by AmVestors Financial Corporation (the
"Company") as financial advisor to assist the Company in its analysis an
consideration of various financial alternatives available to it, including in
connection with the possible sale of the Company.
During the term of our engagement, we will provide you with financial advice
and assistance in connection with this potential transaction, which may
include performing valuation analyses, search for a purchaser acceptable to
you, coordinating visits of potential purchasers and assisting you in
negotiating the financial aspects of the transaction.
The fees for our engagement will depend on the outcome of this assignment. The
Company agrees to pay us a minimum fee of $25,000, payable to us in cash upon
completion of our engagement, such fee to be credited against any transaction
fee which becomes due hereunder. If the purchase of 50% or more the the
outstanding common stock or the assets (based on the book value thereof) of
the Company is accomplished ("a sale of the Company") in one or a series of
transactions, including, but not limited to, private or open market purchases
to stock, a tender offer, a merger or a sale by the Company of its stock or
assets, we will charge a transaction fee of $350,000 plus .4% of the amount by
which the aggregate consideration exceeds $362.5 million. If less than 50% of
the outstanding common stock or the assets (based on the book value thereof)
of the Company is acquired in the manner set forth in the preceding sentence,
we will charge a transaction fee to be mutually agreed upon by Bush-O'Donnell
and the Company but in no event less than .125% of the aggregate consideration
paid in such transactions. Except as provided herein, a transaction fee will
be paid to us in cash upon consummation of each transaction.
The aggregate consideration for purposes of calculating a transaction fee
shall be:
     (i)  in the case of the sale, exchange or purchase of the Company's
equity 
          securities, the total consideration paid for such securities
(including 
          amounts paid to holders of options, warrants and convertible
securities), 
          plus the principal amount of all indebtedness for borrowed money
(or, the 
          corresponding pro rata portion of such
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Mr. Ralph W. Laster, Jr.
April 22, 1997
Page No. 2
          debt if less than 100% of the Company's equity securities are
acquired) as 
          set forth on the most recent consolidated balance sheet of the
Company prior 
          to the consummation of such sale, exchange or purchase, and
     (ii) in the case of a sale or disposition by the Company of assets, the
total
          consideration paid for such assets, plus the net value of any
current assets 
          not sold by the Company and the principal amount of all
indebtedness for 
          borrowed money assumed by the purchaser.
Amounts paid into escrow and contingent payments in connection with any
transaction will be included as part of the aggregate consideration. Fees on
amounts paid into escrow will be payable upon the establishment of such
escrow. If the consideration in connection with any transaction may be
increased by payments related to future events, the portion of our fee
relating to such contingent payments will be calculated and paid if and when
such contingent payments are made. Aggregate consideration also shall include
the aggregate amount of any (i) dividends or other distributions declared by
the Company with respect to its stock after the date hereof other than normal
recurring cash dividends in amounts not materially greater than currently
paid, and (ii) amounts paid by the Company to repurchase any securities of the
Company outstanding on the date hereof.
In connection with a sale of the Company involving a tender offer or other
purchase or sale of stock, the transaction fee will be payable and calculated
under the definition of aggregate consideration set forth above as though 100%
of the outstanding common stock of a fully diluted basis had been acquired for
the same per share amount paid in the transaction in which 50% or more of the
Company's outstanding common stock is acquired by a purchaser or group of
affiliated purchasers. Nevertheless, our services pursuant to this letter will
continue after control is obtained to assist you with a second step merger or
similar transaction.
If any portion of the aggregate consideration is paid in the form of
securities, the value of such securities, for purposes of calculating the
transaction fee, will be determined by the average of the last sales prices
for such securities on the five trading days ending five days prior to the
consummation of the transaction. If such securities do not have an existing
public trading market, the value of the securities shall be the mutually
agreed upon fair market value on the day prior to the consummation of the
transaction.
In order to coordinate most effectively our efforts together to effect a
transaction satisfactory to the Company, the company and its management will
promptly inform us of any inquiry they may receive concerning the availability
of all or a portion f the stock or assets of the Company for purchase. Also,
during the period of our engagement, neither the Company nor its management
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Mr. Ralph W. Laster, Jr.
April 22, 1997
Page No. 3
will initiate any discussions looking toward the sale of all or a portion of
the stock or assets of the Company without first consulting with
Bush-O'Donnell.
Please note that any oral opinion or advice provided by Bush-O'Donnell in
connection with our engagement is exclusively for the information of the Board
of Directors and senior management of the Company, and may not be disclosed to
any third party or circulated or referred to publicly without our prior
written consent.
In connection with engagements such as this, it is our firm policy to receive
indemnification. The Company agrees to the provisions with respect to our
indemnity and other matters set forth in Annex A which is incorporated by
reference into this letter.
Our services may be terminated by you or us at any time with or without cause
effective upon receipt of written notice to that effect. We will be entitled
to the applicable transaction fee set forth above in the event that at any
time prior to the expiration of eighteen months after such termination an
agreement is entered into with respect to a sale of all or a portion of the
stock or assets of the Company which is eventually consummated and
Bush-O'Donnell or the Company, its management, its directors or its affiliates
had contact with the acquiring party, or any affiliate thereof, regarding such
transaction during the period of our engagement. Bush-O'Donnell and the
Company agree that, at the Company's request and to the extent we deem
appropriate, Bush-O'Donnell will assist the Company in connection with an such
acquisition of the Company's stock or assets; provided, that, in such case,
this letter agreement shall be reinstated in its entirety and the terms and
conditions of this letter shall apply to any services rendered in connection
with such acquisition.
As you know, James O'Donnell, a director of the Company, is a principal of
Bush-O'Donnell and has not and will not participate in any decision by the
Company's board of directors to enter into or ratify this engagement or the
engagement letter between the Company and Goldman, Sachs & Co.
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Mr. Ralph W. Laster, Jr.
April 22, 1997
Page No. 4
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed copy of this letter, which shall
become a binding agreement upon our receipt. We are delighted to accept this
engagement and look forward to working with you on this assignment.

Very truly yours,
__________________________
BUSH-O'DONNELL & CO., INC.
Confirmed:
AMVESTORS FINANCIAL CORPORATION
By: ______________________
    Ralph W. Laster
    Chairman and CEO

Date: April 24, 1997
      ___________________
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Mr. Ralph W. Laster, Jr.
April 22, 1997
Page No. 5
Annex A
In the event that Bush-O'Donnell becomes involved in any capacity in any
action, proceeding or investigation brought by or against any person,
including stockholders of the Company, in connection with or as a result of
either or engagement of any matter referred to in this letter, the Company
periodically will reimburse Bush-O'Donnell for its legal and other expenses
(including the cost of any investigation and preparation) incurred in
connection therewith. The Company also will indemnify and hold Bush-O'Donnell
harmless against any and all losses, claims, damages or liabilities to any
such person in connection with or as a result of either our engagement or any
matter referred to in this letter, except to the extent that any such loss,
claim, damage or liability results from the gross negligence or bad faith of
Bush-O'Donnell in performing the services that are the subject of this letter.
If for any reason the foregoing indemnification is unavailable to
Bush-O'Donnell or insufficient to hold it harmless, then the Company shall
contribute to the amount paid or payable by Bush-O'Donnell as a result of such
loss, claim, damage or liability in such proportion as is appropriate to
reelect the relative economic interests of the Company and its stockholders on
the one hand and Bush-O'Donnell on the other hand in the matters contemplated
by this letter as well as the relative fault of the Company and Bush-O'Donnell
with respect to such loss, claim, damage or liability and any other relevant
equitable considerations. The reimbursement, indemnity and contribution
obligations of the Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend upon the same
terms and conditions to any affiliate of Bush-O'Donnell and the partners,
directors, agents, employees and controlling persons (if any), as the case may
be, of Bush-O'Donnell and any such affiliate, and shall be binding upon and
inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, Bush-O'Donnell, any such affiliate and any
such person. The Company also agrees that Bush-O'Donnell shall not have any
liability to the Company or any person asserting claims on behalf of or in
right of the Company in connection with or as a result of either our
engagement or any matter referred to in this letter except to the extend that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the gross negligence or bad faith of Bush-O'Donnell in performing
the services that are the subject of this letter and that no such affiliate,
partner, director, agent, employee or controlling person shall have any
liability to the Company or any person asserting claims on behalf of or in
right of the Company in connection with or as a result of either our
engagement or any matter referred to in this letter except to the extent that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the gross negligence or bad faith of such affiliate, partner,
director, agent, employee or controlling person in performing the services
that are the subject of this letter. Prior to entering into any agreement or
arrangement with respect to, or effecting any proposed sale, exchange,
dividend or other distribution or liquidation of all or a significant portion
of its assets in one or a series of transactions or any significant
recapitalization or reclassification of its outstanding securities that
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Mr. Ralph W. Laster, Jr.
April 22, 1997
Page No. 6
does not directly or indirectly provide for the assumption of the obligations
of the Company set forth in this Annex A the Company will notify
Bush-O'Donnell in writing thereof (if not previously so notified) and, if
requested by Bush-O'Donnell, shall arrange in connection therewith alternative
means of providing for the obligations of the Company set forth in this
paragraph, including the assumption of such obligations by another party,
insurance, surety bonds or the creation of any escrow, in each case in an
amount and upon terms and conditions satisfactory to Bush-O'Donnell. Any right
to trial by jury with respect to any action or proceeding arising in
connection with or as a result of either our engagement or any matter referred
to in this letter is hereby waived by the parties hereto. The provisions of
this Annex A shall survive any termination or completion of the engagement
provided by this letter agreement, and this letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws.
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