STOCK PURCHASE AGREEMENT


                                     BETWEEN


                          TEXAS SAVINGS HOLDING COMPANY

                                     SELLER


                      GREAT MIDWEST LIFE INSURANCE COMPANY

                                      BUYER



                                FEBRUARY 15, 2000


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                            STOCK PURCHASE AGREEMENT

         THIS  AGREEMENT  is made and  entered  into  effective  the 15th day of
February,  2000 by and among  GREAT  MIDWEST  LIFE  INSURANCE  COMPANY,  a Texas
Corporation  (The  "Buyer"),   and  TEXAS  SAVINGS  HOLDING  COMPANY,   a  Texas
Corporation (the "Seller").

                                   WITNESSETH:

         The  Seller  owns all of the issued and  outstanding  capital  stock of
Texas Savings Life Insurance Company ("TSLIC"),  a Texas Corporation.  The Buyer
wishes  to  purchase  and the  Seller  wishes  to  sell  all of the  issued  and
outstanding stock of TSLIC (the "Shares").

         In  consideration  of the mutual  promises set forth in this Agreement,
the parties agree as follows:

                              I. SALE OF THE SHARES

         1.01 Description of the Shares.  There is presently  authorized 500,000
Shares of the $1.00 par value common  stock of TSLIC,  of which  400,000  common
Shares are issued and outstanding, which Shares are owned as follows: (copies of
the certificates which are attached hereto, together with copies of the Articles
of Incorporation and By-laws, as Exhibit "1"). The rights,  duties,  obligations
and  preferences  of all classes of stock are set forth in the Articles as shown
on Exhibit "1".
                  Shareholder:      TEXAS SAVINGS HOLDING COMPANY

                     400,000          Common Shares
                     -------






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         1.02 Sale and Purchase of the Shares of TSLIC. Subject to all the terms
and conditions hereof, and in reliance upon the  representations  and warranties
of the Buyer contained  herein,  the Seller hereby agrees to sell 100% of all of
the authorized and issued Shares of capital stock of TSLIC,  which,  heretofore,
have been authorized and/or issued, to the Buyer at the closing herein,  and the
Buyer,  subject to all the terms and conditions hereof, and in specific reliance
upon the  representations  and warranties of the Seller contained herein,  fully
agrees to purchase  the Shares of TSLIC from the Seller for the  Purchase  Price
and in the manner set forth below.

                          II. TERMS OF THE TRANSACTION

         2.01 Purchase Price.  The Purchase Price per share for the Shares to be
purchased  pursuant to this Agreement shall be based upon an amount equal to the
statutory capital and surplus of TSLIC, as of December 31, 1999, as set forth on
line 38,  page 3 of the Annual  Financial  Statement  to be filed with the Texas
Department of Insurance as of March 1, 2000,  paid in cash or certified funds at
Closing; plus, Four Hundred Thousand ($400,000) Dollars (the "Appraised Value"),
as described in Section 2.02, below.

          2.02 Payment of the Purchase Price. The Purchase Price as set forth in
Paragraph 2.01 shall be paid by the Buyer, at closing, as follows:

               A. The Purchase  Price for the capital and surplus  shall be paid
in  cash  in the  form  of a bank  cashier's  or  certified  check  representing
immediately available funds.

               B. The Purchase  Price for the  Appraised  Value shall be paid as
follows:









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               1.  The  sum  of  Four  Hundred   Thousand  and  no/100   Dollars
($400,000.00) shall be paid in cash in the form of a bank cashier's or certified
check representing immediately available funds.

         2.03  Financial  Statement(s).  Seller has provided to Buyer a true and
accurate copy of TSLIC's  September 30, 1999  Quarterly  Financial  Statement as
filed with the Department  (herein call "the Financial  Statements") and TSLIC's
most recent  Examination  Report,  which are attached  hereto as Exhibit "2." As
soon as it is prepared in final form and filed with the  Department,  a true and
correct copy of TSLIC's December 31, 1999 statutory  Annual Financial  Statement
shall be  delivered  to Buyer and  shall  replace  TSLIC's  September  30,  1999
statutory Quarterly Financial Statement as the "Financial Statements" referenced
in this Agreement and shall be attached hereto and become a part of Exhibit "2."

          2.04  Conditions  Precedent  to Closing.  As a condition  precedent to
Closing:


               A. Buyer  shall  have from date of  execution  of this  Agreement
until  March 15, 2000 (the  "Inspection  Period") in which to examine all of the
books,  records,  and documents of TSLIC together with all Exhibits as set forth
in this  Agreement,  which are to be  provided  by  Seller to Buyer for  Buyer's
review, in which to satisfy itself as to the condition of TSLIC.

                    (i)  Buyer  shall  have the  right to  notify  Seller of any
reasons,  in  Buyer's  sole  discretion,  at  any  time  prior  to  Closing  for
terminating  this contract by giving  written notice to Seller  specifying  such
reasons in detail.




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                    (ii) In the event  Seller is  unwilling or unable to correct
Buyer's  objections  to the sale  within  five (5) days of notice  (said  notice
specifying such reasons),  notice to be delivered by facsimile or hand delivery,
the  Buyer,  in its sole  discretion,  may  terminate  this  Agreement  prior to
Closing,  and thereafter all  respective  rights and  obligations of the parties
under this Agreement shall cease.

               B. If, in Seller's  reasonable  opinion, at any time Buyer is not
diligently  pursuing  approval  of  its  Form A by the  Department,  Seller  may
terminate this Agreement by giving Buyer at least five (5) days advance  written
notice of its intent to  cancel,  if Buyer  does not,  within  that five (5) day
period, satisfy Seller that it is diligently pursuing the Form A approval.

          2.05  Closing Contingencies.

               A.  The  closing  of  this  transaction   shall  be  specifically
contingent  upon  the  Buyer  receiving  approval  by the  Texas  Department  of
Insurance  ("Department")  of Buyer's Form A Acquisition  Statement  application
("Form A") to acquire  TSLIC.  The Buyer  shall file a complete  Form A with the
Department no later than February 25, 2000, and shall make a diligent  effort to
obtain its approval  and to comply  with,  in Buyer's  reasonable  opinion,  the
requirements  of the Department  for such approval.  Seller agrees to assist and
cooperate with Buyer in the Form A application process.

               B. If Buyer's  Form A to  acquire  TSLIC is not  approved  by the
Department, on or before March 31, 2000, then, at Buyer's option, this Agreement
may be canceled by Buyer and all  obligations  of either party  hereunder  shall
terminate.





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                                  III. CLOSING

          3.01 Time and Place and Obligations to Close.  The Closing of the sale
and  purchase  of the  Shares  will  take  place on or before  the Tenth  (10th)
business day after the receipt of the final order  granting  approval of Buyer's
Form A by the  Department,  but no later than April 15, 2000,  unless  otherwise
agreed  to by  Seller.  Closing  shall be held at the  offices  of  TSLIC,  3636
Executive Center Drive,  Ste. G-22,  Austin,  TX 78731 at 10:00 a.m., or at such
other time and place as the parties may mutually agree.

          3.02  Deliveries  by the Seller.  At  the  Closing,  the  Seller  will
deliver to the Buyer the following:

               A.  Certificates  representing  the Shares  accompanied  by stock
powers duly executed in blank and otherwise in form  acceptable  for transfer on
the books of TSLIC.

               B. The stock books,  stock  ledgers,  minute books and  corporate
seal of TSLIC,  together  with all other  records,  books and documents of TSLIC
which are located in or without the corporate premises of TSLIC.

               C. Resignation of all officers and directors of TSLIC.

               D. A certificate of compliance  with this Agreement under Section
5.01, hereof.

               E.  Seller's  Special  Representation  pursuant to Section  5.06,
hereof.

          3.03  Deliveries by the Buyer.  At the Closing, the Buyer will deliver
to the Seller the following:




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               A. The Buyer's bank  cashier's or  certified  check  representing
immediately  available funds, for the cash portions of the Purchase Price due at
Closing.

               B.  A   certificate   of  compliance   with  Buyer's   covenants,
representations  and  warranties  under this  Agreement,  pursuant to Section 7,
hereof.

             IV. RESTRICTION ON THE SELLER'S CONDUCT PENDING CLOSING

         During the period pending  Closing,  the Seller agrees that,  except as
otherwise consented to by the Buyer in writing,  the Seller will comply with the
following as regards TSLIC:

          4.01  Mortgage, Pledge, Etc.   The Seller will not permit or allow any
of the properties or assets, real, personal, or mixed,  tangible, or intangible,
of TSLIC to be mortgaged, pledged, or subjected to any lien or encumbrance.

          4.02 Waived Rights, Etc. The Seller will not cancel or allow any other
debts or claims,  or waive any rights of substantial  value, or sell or transfer
any of TSLIC's properties or assets,  real,  personal,  or mixed,  tangible,  or
intangible,  except in the ordinary  course of business and consistent with past
practice.

          4.03  Compensation.  The  Seller  will not grant or allow any  general
uniform increase in the compensation of TSLIC's  employees  (including,  without
limitation,  any increase  pursuant to any bonus,  pension,  profit-sharing,  or
other plan or  commitment),  or any increase in any  compensation  payable or to
become payable to any officer or employee, and no such increase (whether general
or otherwise) is required by any agreement, plan, statute, or regulation.



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          4.04  Capital  Expenditures.  The  Seller  will not make or allow  any
capital  expenditures  or commitments by TSLIC without first  obtaining  Buyer's
consent.

          4.05  Accounting.  The Seller will not make any material change in any
method of  accounting  or  accounting  practice  for TSLIC,  except as otherwise
required by law.

          4.06 Payments to Officers.  The Seller will not pay,  loan, or advance
any amount  to, or sell,  transfer,  or lease any  properties  or assets  (real,
personal,  or mixed,  tangible or intangible) to, or enter into any agreement or
arrangement with TSLIC's officers or directors or any "affiliate" or "associate"
of any such  officers or  directors  (as such terms are defined in the rules and
regulations of the Securities and Exchange  Commission  under the Securities Act
of 1933, as amended),  except for compensation to officers, and reimbursement of
expenses incurred by employees in connections with their current employment, nor
will it allow any such  occurrences,  except in the ordinary  course of business
and disclosed to Buyer.

          4.07   Dividends.   Except  as   required  in   connection   with  the
Administrative Oversight by the Department,  and with prior notice to Buyer, the
Seller will not declare or pay any dividend, or declare or make any distribution
on, or directly or indirectly redeem,  purchase, or otherwise acquire any Shares
of TSLIC's outstanding capital stock, nor will it allow any such occurrence.

          4.08  Reinsurance.  The Seller will  provide  Buyer with copies of all
reinsurance,  agreements  or  treaties  currently  in force,  together  with all
changes, addendums, and endorsements.






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          4.09 Agents.  The Seller will attempt,  in good faith, to maintain and
renew all agent's contractual relationships with TSLIC prior to Closing.

          4.10 Corporate Existence. The Seller will maintain, renew, and keep in
full force and effect  TSLIC's  corporate  existence,  rights,  and  franchises.
Except as required by the  Administrative  Oversight,  and with prior  notice to
Buyer, the Seller will not amend TSLIC's charter or by-laws; and TSLIC will duly
comply with all laws,  rules,  and  regulations  applicable  to TSLIC and to the
conduct of its business.

          4.11 Merger,  Etc. The Seller will not merge or consolidate TSLIC with
any other person,  firm or corporation or acquire any new business through TSLIC
in any manner which involves the assets of TSLIC other than  insurance  sales in
the ordinary course of business.

          4.12  Changes.  The  Seller  will  not  suffer  any  material  damage,
destruction  or loss  (whether or not covered by  insurance)  affecting  TSLIC's
properties, business or prospects, or waive any rights of substantial value.

                    V. CONDITIONS OF THE BUYER'S OBLIGATIONS

          All  obligations  of the Buyer are subject to the  fulfillment,  as an
absolute  condition  precedent  to  performance  hereunder,  prior  to or at the
Closing, of each of the following conditions by the Seller:

          5.01  Performance.  The Seller shall have  performed and complied with
all agreements,  obligations, and conditions required by this Agreement to be so
performed or complied with and a certificate signed by the Seller to such effect
shall be delivered to the Buyer at the Closing.







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<PAGE>


         5.02 Consents.  All consents from third parties  required to consummate
the transactions contemplated by this Agreement shall have been obtained.

          5.03   Resignations.   The  Buyer  shall  have  received  the  undated
resignations of all of TSLIC's directors and officers.

          5.04 Financial  Condition.  That Buyer shall have satisfied  itself of
financial  condition of TSLIC which is  accurately  reflected  in the  Financial
Statement attached as Exhibit "2", and shall be satisfied that there has been no
material change in the financial  condition of TSLIC as reflected in the Exhibit
"2" through the Closing.

          5.05 Approval.  On or before the date of Closing,  the Commissioner of
Insurance  of Texas  shall have  given his  consent  and issued its final  order
approving Buyer's Form A for the consummation of this Agreement.

          5.06  Special  Representation.  The Buyer  shall  have  received  from
Seller, a special representation, acceptable to the Buyer, to the effect that:

               A. Seller,  is a corporation  duly organized and existing in good
standing  under the laws of the State of Texas,  and is entitled to own or lease
its  properties  and to carry on its  business  as and in the places  where such
properties are now owned, leased or operated and such business is now conducted;
and that Seller has taken proper corporate action to approve such sale.

               B. The Seller, whether corporate or otherwise, has full power and
authority  to convey,  assign,  transfer  and  deliver the shares of stock to be
transferred hereunder.



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               C. The Certificates of TSLIC to be transferred  hereunder are the
sole and only validly  issued and  outstanding  shares of capital stock of TSLIC
and represent One Hundred percent of interests of Seller to be conveyed pursuant
to this Agreement.

               D. All corporate acts of Seller and other proceedings required to
be taken by or on the part of Seller to authorize it to carry out this Agreement
have been approved.

               E. The persons, executing this Agreement on behalf of Seller have
been duly  authorized and have full power to execute this Agreement on behalf of
Seller.

               F. The  Officers  and  Directors  of  TSLIC  as set  forth in the
Certificate of Incumbency,  attached  hereto as Exhibit "10", are the sole, only
and duly elected officers and directors of TSLIC.

               G. To the best of  Seller's  knowledge,  after due  inquiry,  the
execution,  delivery  and  performance  of this  Agreement  by Seller,  will not
violate any provisions of Seller's Articles of Incorporation or By-Laws.

               H. There are no lawsuits  pending and to the knowledge of Seller,
none threatened  against Seller which would, if successful,  result in any claim
or lien against the shares.

               I. The Minute Book and related  files  containing  the minutes of
TSLIC accurately and truly reflect the records and actions of TSLIC.


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                VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER

         The Seller hereby represents and warrants as follows:

          6.01 Title to the Shares.  It owns,  and will transfer to the Buyer at
the Closing,  good, valid, and marketable title to all of the Shares of stock of
TSLIC,  free, and clear of all liens,  claims,  options,  changes,  encumbrances
whatsoever  except as  described  on Exhibit  "3",  and that the Seller owns all
issued and outstanding Shares of TSLIC. At the time of Closing, there will be no
outstanding options, warrants, or rights to purchase or acquire any of the stock
of TSLIC, other than to Buyer.

          6.02 Valid and Binding Agreement.  This Agreement  constitutes a valid
and binding  Agreement of the Seller,  enforceable in accordance with its terms,
and neither the execution and delivery of this  Agreement,  nor , subject to the
receipt of approval of the Insurance  Commissioner of Texas, the consummation by
the Seller of the transactions  contemplated hereby (a) violates or will violate
the Articles of  Incorporation or By-Laws of TSLIC, or any statute or law or any
rule,  regulation  or  order  of any  court or  governmental  authority,  or (b)
violates or will violate or conflicts with or will conflict with, or constitutes
a default under or will  constitute a default under,  any contract,  commitment,
agreement,  understanding,  arrangement, or restriction of any kind to which the
Seller or TSLIC is a party, or by which any of such parties is bound.

          6.03 Organization of TSLIC.

               A. Except as alleged and  ultimately  proved by the Department in
connection with the Administrative  Oversight,  which is more fully described in
Exhibit "11," hereto,  TSLIC is a corporation duly organized,  validly existing,
and in good  standing  under the laws of Texas and has the  corporate  power and
authority to carry on its business as presently conducted in all states where it
is licensed or admitted to do business or is doing business.


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               B.  Copies of the charter  (Articles  of  Incorporation)  and all
amendments  thereto,  of TSLIC not previously provided to Buyer, as certified by
the proper  governmental  official of the domiciliary state, and of its by-laws,
as  amended  to date,  as  certified  by its  Secretary  (all of  which  will be
delivered to the Buyer one week in advance of Closing), are complete and correct
copies of the charter and by-laws of TSLIC, as amended and in effect on the date
thereof.

          6.04  Capitalization of the Company.

               A. The  authorized  capital  stock of TSLIC  consists  of 500,000
shares of Common  Stock,  $1.00 par  value,  of which  400,000  shares  are duly
authorized, validly issued and outstanding, fully paid and non-assessable.

               B. Except for  pre-emptive  rights,  if any, and as between Buyer
and Seller there are no outstanding options,  warrants, or rights to purchase or
acquire  any issued,  unissued,  or  treasury  shares of capital  stock or other
securities  of TSLIC,  and no unissued or  treasury  shares of capital  stock or
other  securities  of TSLIC are  reserved for issuance for any purpose and there
are no contracts,  commitments,  agreements,  understandings,  arrangements,  or
restrictions  to which any of TSLIC or the Seller is a party or by which  either
of them are bound relating to any shares of common stock or other  securities of
TSLIC, whether or not outstanding.

               C.  The  current  financial  condition  of  TSLIC  is  accurately
reflected in its Financial  Statements attached hereto as Exhibit "2"; there has
been no material  change in the  financial  condition  of TSLIC as  reflected in
those  Financial  Statements,  and there are no other  debts,  known or  unknown
liabilities, or obligations of TSLIC, whether accrued, absolute,  contingent, or
otherwise due or to become due (including without  limitations,  liabilities for
taxes of any kind whatsoever),  or arising out of transactions occurring, or any
state of facts existing,  on or prior to the date of such Financial  Statements,
to  the  date  of  Closing,  except  as may be  required  by the  Administrative
Oversight.


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          6.05 Tax Returns.  TSLIC has duly filed all tax  reports  and  returns
required to be filed by it and has duly paid all taxes and other  charges due or
claimed  to be due  from  it by  Federal,  State  or  Local  taxing  authorities
(including,  without limitation, those due in respect of its properties, income,
franchise, licenses, sales, and payrolls).

          6.06 Leases.  If required, Exhibit "4" hereto contains an accurate and
complete  description of the terms of all leases  pursuant to which TSLIC leases
real or personal property. All such leases are, as of the date hereof, valid and
enforceable in accordance with their terms, and in full force and effect without
any default thereunder.

          6.07 Litigation.  Except as set forth in Exhibit "5" hereto concerning
the Administrative oversight, or otherwise,  there are no actions,  proceedings,
or investigations  pending,  or (to the best knowledge and belief of the Seller)
threatened against TSLIC,  including without limitations,  all matters involving
claims or disputes with TSLIC's  agents,  all matters arising out of reinsurance
contracts  and  treaties,  or any  matters  relating  to or  arising  out of the
insurance  regulatory  authority of any state;  and neither TSLIC nor the Seller
know or has any reason to know of any basis for any such action,  proceeding, or
investigation.  There  is no  event  or  condition  of  any  kind  or  character
pertaining to the business or assets of TSLIC that may  materially and adversely
affect any such business or assets.





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<PAGE>


          6.08  Bank  Accounts.  At least one week prior to Closing,  the Seller
will  deliver to the Buyer  copies of all records,  including  all  signature or
authorization cards pertaining to such bank accounts.

          6.09 No Outstanding  Contract.  TSLIC has (i) no outstanding contracts
that are not  cancelable  by it on notice  not more  than (30) days and  without
liability,  penalty, or premium, except those identified in Exhibit "6" or other
Exhibits attached hereto, (ii) no collective  bargaining  agreements,  nor (iii)
any  agreements  that contain any  severance  or  termination  pay  liability or
obligations.

          6.10 No Powers of Attorney.  TSLIC has not given any power of attorney
to any person,  firm, or corporation  for any purpose  whatsoever  other than in
connection  with the  issuance  of Notary  undertakings.  The amount and numbers
given to each agent are contained in Exhibit "7" attached hereto.

          6.11 Compliance with Applicable Law. To the best of Seller's knowledge
and unless the Department's  Administrative Oversight allegations prevail, TSLIC
has duly complied, in respect of its operations,  real property,  equipment, all
other  property,  practices,  and all other  aspects of its  business,  with all
applicable laws (whether statutory or otherwise),  rules,  regulations,  orders,
ordinances,  judgments,  and decrees of all governmental  authorities  (Federal,
State, Local or otherwise).

          6.12 Assets Necessary to Business. TSLIC has good, valid, absolute and
marketable title to all of its properties and assets, real, personal, and mixed,
tangible  and  intangible,  held in each case  subject  to no  lease,  mortgage,
pledge, lien, charge, security interest, encumbrance, or restriction whatsoever,
except as set forth in the Financial  Statements attached hereto as Exhibit "2".
The furniture,  fixtures,  and equipment of TSLIC, if any, are in good condition
and repair,  reasonable  wear and tear  excepted,  as described in the inventory
dated _______________, a copy of which is attached hereto as Exhibit "8".


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<PAGE>

          6.13 Unpaid Claims. Except as reflected in the Financial Statements in
Exhibit "2" there were, as of the date of such  Statements,  no unpaid claims or
other  obligations  due  or  owed  with  respect  to  any  insurance  policy  or
underwriting  contract issued or reinsured by such company other than unreported
claims  and  claims in  process  incurred  in the  ordinary  course of  business
consistent with the past practice of such company.

          6.14 Reinsurance  Agreement.  TSLIC's sole  reinsurance  agreements or
treaties  to which it is a party are as set forth and  described  on Exhibit "9"
hereto,  each of which is, on the date hereof, a valid and binding  agreement of
such company,  enforceable in accordance with their terms, and in full force and
effect,  without any defaults thereunder.  TSLIC has no knowledge nor any reason
to believe that a party to such reinsurance  agreements or treaties,  is or will
be unable to fully  satisfy any  claims,  liabilities,  obligations,  or expense
which might arise thereunder.

          6.15 No  Compensation.  Neither the Seller or TSLIC has paid or agreed
to pay  any  fee,  commission,  compensation  or  other  valuable  consideration
whatsoever to any director,  officer, agent of the Company, or employees, in any
manner, aiding,  promoting, or assisting in the consummation of the transactions
contemplated by this Agreement.

          6.16 Disclosure.  No  representation or warranty by the Seller in this
Agreement,  or in any writing  attached  hereto,  contains  or will  contain any
untrue  statement  of material  fact or omits or will omit to state any material
fact (of which any of the Seller or any of their directors or  stockholders  has
knowledge or notice) required to make the statements herein or therein contained
not misleading.


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<PAGE>

          6.17  Employment  Contracts.  There will be at  Closing no  employment
contracts or agreements, written or verbal or any commitment, with any employee,
officer or director of the Seller extending Sellers obligations beyond Closing.

          6.18 Executive Compensation. Except as disclosed in Exhibit "6", there
are no executive or employee  compensation plans, bonus or deferred compensation
plans,  stock appreciation  rights,  phantom stock plans or any employee pension
benefit  plans,  as such terms are  defined  under  "ERISA",  including  but not
limited to life insurance, health insurance,  disability benefits, vacation pay,
day care and legal services plans,  qualified and  non-qualified,  and all other
forms or types of benefit plans.

                  VII. REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents, warrants and agrees as follows:

          7.01 Corporate  Organization.  Buyer is a life insurance  company duly
organized,  validly existing and in good standing under the laws of the State of
Texas,  and has all requisite  power and authority  (corporate and other) to own
its properties and assets and to conduct its business as now conducted.

          7.02 Corporate Authority.  Buyer has the corporate power to enter into
this  Agreement and to carry out its  obligations  hereunder.  The execution and
delivery of this Agreement, and the performance of Buyer's obligations hereunder
shall be duly authorized prior to Closing by the Board of Directors of Buyer and
no other  corporate  proceedings on the part of Buyer are necessary to authorize
such  execution,  delivery  and  performance.  Except  for  requisite  corporate
approvals  set forth in the  preceding  sentence,  this  Agreement has been duly
executed  by Buyer as the valid and  binding  obligation  of Buyer,  enforceable
against Buyer in accordance  with the terms hereof,  except as such  enforcement
may be limited by applicable bankruptcy,  insolvency,  reorganization or similar
laws relating to or affecting  creditors' rights generally or general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law).


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<PAGE>

          7.03 No Violation. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions  contemplated  hereby to
the best of Buyer's knowledge will not:

               A.  violate,  conflict  with  or  result  in  the  breach  of any
provision of the charter documents or by-laws of Buyer;

               B. violate any order, writ, judgment, ruling,  injunction,  award
or decree  applicable  to or binding upon Buyer or upon the assets or properties
of Buyer;

               C.  violate  any  statute,   law,   rule  or  regulation  of  any
governmental entity applicable to Buyer or any of its assets or properties;

               D. violate or result in the modification, revocation, termination
or suspension  of any material  license,  permit,  franchise,  authorization  or
approval of any  governmental  entity  required to permit the  continued  lawful
conduct of Buyer's business in the manner now conducted.




                                       18

<PAGE>


          7.04 Investment Intent. The Buyer is acquiring the Shares of TSLIC for
its  own  account  and  for  investment  and  not  with  a view  to any  resale,
distribution,  subdivisions, or fractionalization thereof, within the meaning of
the Securities Act of 1933, as amended.

                        VIII. OBLIGATIONS OF THE PARTIES

          Pending the Closing, and except as otherwise consented to by the Buyer
in writing, the Seller and TSLIC will comply with the following :

          8.01 Full  Access.  The  Seller and TSLIC will  permit  during  normal
business  hours the Buyer and its  counsel,  accountants,  actuaries,  and other
representatives,  full  access to its plants,  properties,  books and records in
order that the Buyer may have full opportunity to make such investigations as it
shall  desire to make of the  affairs of TSLIC,  and the  officers of TSLIC will
furnish the Buyer with such  additional  financial and operating  data and other
information  as to its business  and  property as the Buyer shall,  from time to
time, reasonably request,  including,  without limitation,  information required
for inclusion on any application or statement to be made to any  governmental or
regulatory  body  in  connection  with  the  transactions  contemplated  by this
Agreement.

          8.02  Approvals.  As  promptly  as is  practicable,  but no later than
February 25, 2000,  the Buyer shall make a Form A  application  to acquire TSLIC
with the Department, diligently prosecute such Form A application when made, and
use its best efforts to obtain,  all  authorizations and approvals of regulatory
bodies or officials,  and all consents of third parties  necessary to permit the
consummation  of the  transactions  contemplated  hereby;  and the Seller  shall
cooperate with and assist the Buyer,  as requested,  in the prosecution by it of
all obligations, approvals and consents.



                                       19

<PAGE>


          8.03 Supplemental Information. From time to time prior to the Closing,
the Buyer and the  Seller  will  deliver to the other  supplemental  information
concerning  events  subsequent  to the date hereof for  inclusion in any Exhibit
required to be delivered by the Buyer,  by the Seller,  or TSLIC  hereunder,  in
order that any statement, representation, or warranty made in this Agreement, or
in any such Exhibit,  shall  continue to be true,  complete,  and correct in all
respects.

          8.04 Financial Statements.  The Seller will deliver to the Buyer on or
before March 1, 2000, the Statutory  Annual  Financial  Statement of TSLIC as of
December 31, 1999, as filed with the Department, and when delivered by Seller to
Buyer, such Annual Statement shall replace the Financial Statements contained in
Exhibit 2 for all purposes in this Agreement.

                   IX. CONDITIONS OF THE SELLER'S OBLIGATIONS

          All  obligations of the Seller under this Agreement are subject to the
fulfillment  as  an  absolute  condition   precedent  to  Seller's   performance
hereunder, prior to or at the Closing, of each of the following conditions:

          9.01 Performance. The Buyer shall have performed and complied with all
agreements, obligations, and conditions required by this Agreement.

                                X. MISCELLANEOUS

          10.01 Materiality.  The word "material",  as used in this Agreement to
limit or qualify any provision hereof, shall mean:


                                       20

<PAGE>

               A. Either  liability to or  liability  of TSLIC,  in an amount of
more than Five Thousand  Dollars  ($5,000.00) as to each such item so limited or
qualified, and in an amount of more than Ten Thousand Dollars ($10,000.00) as to
all such items so limited or qualified in the aggregate; or

               B. Liability of or action against TSLIC which:

                    1. Would cause the revocation,  suspension,  limitation,  or
attempted  revocation,  suspension,  or limitation of any of TSLIC's licenses or
other  necessary  regulatory  approvals  to do  business  in any state where the
Company is now licensed; or

                    2. The costs to the Buyer concerning which, including fines,
penalties, and attorney's fees, to correct or eliminate such effect would not be
assumed by Buyer.

               C.  Notwithstanding  any other provision in this Section 10.01 or
in this  Agreement,  for the purposes of defining the term "material  change" as
used in Section 5.04 of this  Agreement  concerning  the financial  condition of
TSLIC,  "material  change"  shall  not  include,  in any  amount,  market  price
fluctuations in publicly traded  securities owned by TSLIC occurring on or after
December 31, 1999, up to and including the date of Closing.

          10.02  Nature and  Survival of  Representations  and  Warranties.  The
representations and warranties  contained in and made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and all  inspections,
examinations, and audits made at any time by or on behalf of any of the parties,
for a period of one (1) year, other than matters involving  misrepresentation of
a  material  fact  which  shall  extend  for two (2)  years,  and other than tax
matters, which shall extend for four (4) years.




                                       21

<PAGE>


          10.03 Indemnifications.

               A.  Indemnification of Buyer. Seller hereby assumes and agrees to
defend,  indemnify,  protect,  save and keep harmless Buyer from and against any
and all losses, damages, injuries, claims, demands and expenses, including legal
expenses,  of  whatsoever  kind and  nature  arising on account of or in any way
relating to:

                    1. Any breach or default by Seller in the performance of its
obligations  hereunder,  or under any other  agreement,  instrument  or document
executed in connection herewith or therewith;

                    2. Any  material  inaccurate  representation  of  Seller  in
respect of this Agreement; or

                    3. Any breach of Seller of a warranty or representation made
by Seller in this Agreement.  It is understood and agreed,  however,  that Buyer
shall give Seller  reasonably  prompt  written  notice of any claim or liability
hereby  indemnified  against,  and that Seller  shall be entitled to control the
defense  thereof  (unless  Buyer elects to undertake  its own defense at its own
cost,  in which case the  parties  shall  cooperate  in  defending  the claim in
question to the greatest extent  consistent with their  respective legal rights,
duties and obligations).

               B.  Indemnification of Seller. Buyer hereby assumes and agrees to
defend,  indemnify,  protect, save and keep harmless Seller from and against any
and all losses, damages, injuries, claims, demands and expenses, including legal
expenses,  of  whatsoever  kind and  nature  arising on account of or in any way
relating to:


                                       22

<PAGE>


                    1. Any breach or default by Buyer, in the performance of one
or more of their obligations hereunder, or under any other agreement, instrument
or document executed in connection herewith or therewith;

                    2.  Any  material  inaccurate  representation  of  Buyer  in
respect of this Agreement; or

                    3. Any breach by Buyer of a warranty or representation  made
by Buyer in this Agreement.  It is understood and agreed,  however,  that Seller
shall give Buyer  reasonably  prompt  written  notice of any claim or  liability
hereby  indemnified  against,  and that Buyer  shall be  entitled to control the
defense  thereof  (unless  Seller elects to undertake its own defense at its own
cost,  in which  case the  parties  will  cooperate  in  defending  the claim in
question to the greatest extent  consistent with their  respective legal rights,
duties and obligations).

          10.04  Termination.

               A. Buyer or Seller shall have the right to  terminate  during the
period from the date hereof to the Closing  Date,  if either party learns of any
fact or condition  which is at variance  with one or more of the  warranties  or
representations  of  Buyer  or  Seller,  respectively,  as  set  forth  in  this
Agreement.

               B. Either the Buyer or Seller may, at its election,  waive any of
its rights to terminate this Agreement under the foregoing provisions, and shall
be deemed to have waived such rights upon  completion  of the Closing under this
Agreement.

               C. If the transaction  under this Agreement shall not have closed
by the date set forth in Section 3.01 because of the  inability of the Seller or
the Buyer by  reason of causes  beyond  their  respective  control  to carry out
performance as  contemplated  by this  Agreement,  neither the Buyer, on the one
hand, nor the Seller,  on the other,  shall be liable to the other for any loss,
damage,  or expenses,  and the only remedy of either shall be to terminate  this
Agreement by notice to the other.


                                       23

<PAGE>

          10.05 Commissions. The Seller and the Buyer acknowledge that there are
no agreements with or claims by any party for brokerage  commissions or finder's
fees in connection with the transactions contemplated by this Agreement.  Seller
and Buyer will  indemnify  and hold  harmless the other from and against any and
all claims or liabilities for brokerage commissions or finder's fees incurred by
reason of any action taken by such other party.

          10.06  Expenses.  All fees and  expenses  incurred  by the  Seller  in
connection with the  transactions  contemplated by this Agreement shall be borne
by the Seller,  and all fees and  expenses  incurred by the Buyer in  connection
with  the  transactions  contemplated  by this  Agreement  shall be borne by the
Buyer.

          10.07 Further  Assurances.  Seller and Buyer  mutually agree that they
will,  without  further  consideration,  and at their own  expense,  execute and
deliver such other documents,  and take such other action,  as may reasonably be
requested in order to more effectively consummate the transactions  contemplated
hereby.

          10.08  Parties in Interest.  All of the terms and  provisions  of this
Agreement  shall be binding  upon,  shall  inure to the benefit of, and shall be
enforceable by the lawfully authorized representatives,  successors, and assigns
of the parties hereto.



                                       24

<PAGE>


          10.09 Entire  Agreement;  Amendments.  This  Agreement,  including the
Exhibits,  schedules,  lists and other documents referred to herein which form a
part hereof,  contains the entire understanding of the parties hereto in respect
of the subject matter contained  herein.  There are no  restrictions,  promises,
warranties,  covenants,  or  undertakings  other than those  expressly set forth
herein. This Agreement may be amended only by a written instrument duly executed
by the parties hereto or their respective  successors or assigns.  Any condition
to a party's obligation hereunder may be waived by such party in writing.

          10.10 Headings.  The Section and Paragraph  headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretations of this Agreement.

          10.11 Notices. All notices, requests, demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered or mailed,  registered or certified  mail,  return receipt  requested,
postage prepaid:

         If to the Seller:               R. Kenneth Evans, President
                                         Texas Savings Holding Company
                                         3636 Executive Center Drive, Ste G-22
                                         Austin, TX 78731

         With a Copy to:                 Jeff W. Autrey, Esq.
                                         Cantey & Hanger, Roan & Autrey, L.L.P.
                                         400 West 15th Street, Suite 200
                                         Austin, TX 78701

         If to the Buyer:                Great Midwest Life Insurance Company
                                         P. O. Box 15808
                                         Del City, OK 73155
                                         Attn:  Charles  Smith

         With a Copy to:                 Donald B. Nevard
                                         4800 N. Lincoln Blvd.
                                         Oklahoma City, OK 73105




                                       25


<PAGE>



          10.12 Assignment. So long as such assignment has no material affect on
the  performance  of the  Buyer or its  assignee  to  carry  out the  terms  and
conditions  place  upon  Buyer  by  this  Agreement,  including  the  successful
completion  of the Form A process at the  Department,  the Buyer  shall have the
right to sell,  assign,  or transfer  this  Agreement  without  prior consent of
Seller to an  affiliated  entity  under  common  control  with Buyer at any time
during the term of this  Agreement,  and any such assignee  shall acquire all of
the rights and assume all of the  obligations of the Buyer under this Agreement.
Any other assignment shall require approval of Seller.

          10.13 Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement,  the prevailing party shall be entitled to recover reasonable
attorney's fees from the other party,  which fees may be set by the court in the
trial of such action or may be enforced  in a separate  action  brought for that
purpose,  and which fees shall be in addition to any other  relief  which may be
awarded.

          10.14  Governing  Law. This  Agreement,  the terms and  conditions and
obligations  hereunder shall be governed and construed  according to the laws of
the State of Texas.

          10.15 Counterpart Execution.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute but one and the same instrument.





                                       26

<PAGE>


          10.16  Gender.  All personal  pronouns  used in this  Agreement  shall
include the other  genders  whether used in the  masculine or feminine or neuter
gender,  and the singular shall include the plural  whenever and as often as may
be appropriate.

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed on the date adjacent to their signatures.

         SELLER:  TEXAS SAVINGS HOLDING COMPANY


                  By:
                           ----------------------------------

                           ----------------------------------


                  Title:
                           ----------------------------------

                           ----------------------------------

                  Dated:
                           ----------------------------------

                           ----------------------------------

         BUYER:   GREAT MIDWEST LIFE INSURANCE COMPANY


                   By:
                            ----------------------------------

                            ----------------------------------


                   Title:
                            ----------------------------------

                            ----------------------------------

                   Dated:
                            ----------------------------------

                            ----------------------------------




                                       27


<PAGE>


                                      EXHIBITS
                                      --------

EXHIBIT "1"   Stock Certificates, Articles of Incorporation, Minutes and By-laws
EXHIBIT "2"   Financial Statements
EXHIBIT "3"   Liens, Claims, Options, Charges, and Encumbrances
EXHIBIT "4"   Leases
EXHIBIT "5"   Litigation
EXHIBIT "6"   Outstanding Contracts
EXHIBIT "7"   Powers of Attorney
EXHIBIT "8"   Inventory
EXHIBIT "9"   Reinsurance Agreements
EXHIBIT "10"  Incumbency Certificate
EXHIBIT "11"  Administrative Oversight Agreement








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