4

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         AMERICO LIFE, INC. (as amended)

                  (RESTATED FOR FILING PURPOSES IN ACCORDANCE WITH RULE 102(C)
                   OF REGULATION S-T)

         These Restated Articles of Incorporation of Americo Life, Inc.
correctly set forth without change the corresponding provisions of the
corporation's Articles of Incorporation as heretofore amended and supersede the
Corporation's original Articles of Incorporation and all amendments thereto.
These restated articles were adopted by the directors on June 28, 1993.

                                    ARTICLE I

             The name of the corporation is:

                               Americo Life, Inc.


                                   ARTICLE II

         The address of the corporation's initial registered office in Missouri
is 2345 Grand Avenue, Kansas City, Missouri 64108, and the name of its initial
registered agent at such address is Thomas M. Higgins, III.

                                  ARTICLE III *

         "The aggregate number of shares of capital stock that the corporation
shall have authority to issue is 4,030,000 shares, consisting of 30,000 shares
of common stock, each with a par value of one dollar ($1.00) (the "Common
Stock") and 4,000,000 shares of preferred stock, each with a par value of one
dollar ($1.00) (the "Preferred Stock").

A.      Each holder of Common Stock shall be entitled to one vote for each share
        of the corporation's outstanding Common Stock held of record by such
        shareholder on every matter submitted to a vote of the corporation's
        shareholders. No shareholder shall have the right to vote such
        shareholder's shares of Common Stock cumulatively in elections for
        directors.

B.      The Board of Directors is authorized to establish by resolution or
        resolutions one or more series of the Preferred Stock, the number of
        shares of each series, the powers, designations, and preferences, and
        the relative, participating, optional or other rights, and the
        qualifications, limitations and restrictions of the shares of each such
        series of the Preferred Stock, including without limitation the
        following:

                  (1) the distinctive  serial  designation of such series which
                  shall distinguish it from other series;

                  (2) the number of shares included in such series, which number
                  may be increased or decreased from time to time unless
                  otherwise provided by the Board of Directors in the resolution
                  or resolutions providing for the issue of such series;

                  (3) the dividend rate (or method of determining such rate)
                  payable to the holders of the shares of such series, any
                  conditions upon which such dividends shall be paid and the
                  date or dates upon which such dividends shall be payable;

                  (4) whether dividends on the shares of such series shall be
                  cumulative and, in the case of shares of any series having
                  cumulative dividend rights, the date or dates or method of
                  determining the date or dates from which dividends on the
                  shares of such series shall be cumulative;

                  (5) the amount or amounts which shall be payable out of the
                  assets of the corporation to the holders of the shares of such
                  series upon voluntary or involuntary liquidation, dissolution
                  or winding up the corporation;

                  (6) the price or prices at which, the period or periods within
                  which and the terms and conditions upon which the shares of
                  such series may be redeemed, in whole or in part, at the
                  option of the corporation or at the option of the holder or
                  holders thereof or upon the happening of a specified event or
                  events;

                  (7) the obligation, if any, of the corporation to purchase or
                  redeem shares of such series pursuant to a sinking fund or
                  otherwise and the price or prices at which, the period or
                  periods within which and the terms and conditions upon which
                  the shares of such series shall be redeemed or purchased, in
                  whole or in part, pursuant to such obligation;

                  (8) whether or not the shares of such series shall be
                  convertible or exchangeable, at any time or times at the
                  option of the holder or holders thereof or at the option of
                  the corporation or upon the happening of a specified event or
                  events, into shares of any other class or classes or any other
                  series of the same or any other class or classes of stock of
                  the corporation, and the price or prices or rate or rates of
                  exchange or conversion and any adjustments applicable thereto;
                  and

                  (9) the voting rights, if any, of the holders of the shares of
                  such series."


(* Article III was amended in its entirety and adopted by the Board of Directors
and approved by the sole shareholder on December 26, 2001.)
                                   ARTICLE IV

         The name of the incorporator is Thomas M. Higgins, III, whose place of
residence is 1037 West 59th Street, Kansas City, Missouri 64113.

                                    ARTICLE V

         1. The number of directors to constitute the first Board of Directors
is three. The number of directors to constitute all subsequent Boards of
Directors shall be fixed by, or in the manner provided in, the corporation's
bylaws, provided that in no event shall such number be less than three. Any
change in the number of directors to constitute the Board of Directors shall be
reported by the corporation to the Missouri Secretary of State within 30
calendar days after such change.

         2. The names of the persons to constitute the first Board of Directors
are Joe Jack  Merriman,  Gary L. Muller and Michael A. Merriman.

                                   ARTICLE VI

The duration of the corporation is perpetual.




                                   ARTICLE VII

         1. The corporation is formed for the purpose of engaging in any lawful
business or activity for which corporations may be organized under The General
and Business Corporation Law of Missouri.

         2. Without limiting the generality of the foregoing, the corporation is
formed primarily to purchase, own and hold the stock of other corporations, and
to do every act and thing covered generally by the denomination "holding
corporation," and especially to direct the operations of other corporations
through the ownership of stock therein; to purchase, subscribe for, acquire,
own, hold, sell, exchange, assign, transfer, create security interests in,
pledge, or otherwise dispose of shares or voting trust certificates for shares
of the capital stock, or any bond, notes, securities, or evidences of
indebtedness created by any other corporation or corporations organized under
the laws of this state or any other state or district or county, nation, or
government and also bonds or evidences of indebtedness of the United States or
of any state, district, territory, dependency or country or subdivision or
municipality thereof; to issue in exchange therefor shares of the capital stock,
bonds, notes, or other obligations of the corporation and while the owner
thereof to exercise all the rights, powers, and privileges of ownership
including the right to vote on any shares of stock or voting trust certificates
so owned; to promote, lend money to, and guarantee the dividends, stocks, bonds,
notes, evidences of indebtedness, contracts, or other obligations of, and
otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks, voting trust certificates, or other
securities or evidences of indebtedness shall be held by or for this
corporation, or in which, or in the welfare of which, this corporation shall
have any interest, and to do any acts and things permitted by law and designed
to protect, preserve, improve, or enhance the value or any such bonds, stocks,
or other securities or evidences of indebtedness or the property of this
corporation;


                                  ARTICLE VIII

          1.      All powers of management, direction and control of the
  corporation  shall be vested in the Board of Directors.

          2. The corporation's original bylaws shall be adopted by the
  corporation's initial Board of Directors. The bylaws of the corporation may
  from time to time be altered, amended or repealed, or new bylaws may be
  adopted, in either of the following ways: (a) by an affirmative vote of the
  holders of a majority of the corporation's outstanding shares entitled to
  vote, or (b) by an affirmative vote of a majority of the corporation's
  directors then in office. Any change in the bylaws made by the corporation's
  shareholders may thereafter be further changed by the corporation's Board of
  Directors, unless the shareholders in making such change shall otherwise
  provide.


                                   ARTICLE IX

   In lieu of any other indemnification provided for by the corporations bylaws,
  by agreement, by vote of the shareholders or disinterested directors or
  otherwise, the corporation shall indemnify any person who is or was a party or
  is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that such person is or was a director or
  officer of this corporation, or any director or officer of this corporation
  who is or was serving at the request of this corporation as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement, actually and reasonably
  incurred by such person in connection with such action, suit or proceeding,
  unless such person's conduct in connection with the matter for which indemnity
  is sought has been finally adjudged to have been knowingly fraudulent,
  deliberately dishonest or willful misconduct.


         In lieu of any other indemnification provided for by the corporation's
bylaws, by agreement, by vote of the shareholders or disinterested directors or
otherwise, the corporation may, by action of the Board of Directors, indemnify
any person (other than a person entitled to mandatory indemnification under the
foregoing paragraph) who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was serving at the request of this corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
unless such person's conduct in connection with the matter for which indemnity
is sought has been finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.

A person seeking indemnification pursuant to this Article is "serving at the
  request of this corporation" under the following circumstances: (i) if such
  person is or was a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise in which
  this corporation owns or controls, directly or indirectly, a 50% or greater
  equity interest, then such person is deemed to be "serving at the request of
  this corporation" or (ii) if such person is or was a director, officer,
  employee or agent of .another corporation, partnership, joint venture, trust
  or other enterprise in which this corporation owns or controls, directly or
  indirectly, less than a 50% equity interest, then such person shall be deemed
  to be "serving at the request of this corporation" only if such service was
  expressly required by such person's job description with this corporation.


                                    ARTICLE X

           Section 351.407 of The General and Business Corporation Law of
  Missouri, as amended from time to time, shall not apply to control share
  acquisitions (as defined in Section 351.015 of The General and Business
  corporation Law of Missouri, as amended from time to time) of shares of the
  Capital Stock of the corporation.


                                   ARTICLE XI

Any person, upon becoming the owner or holder of any shares of stock or other
securities issued by the corporation, does thereby consent and agree that all
rights, powers, privileges, obligations or restrictions pertaining to such
person or such shares of stock or other securities in any way -may be altered,
amended, restricted, enlarged or repealed by laws of the State of Missouri or of
the United States of America hereinafter adopted. The corporation reserves the
right to amend or repeal these Articles of Incorporation or to take any other
action as required or allowed by such laws, and all rights of the owners and
holders of any shares of stock or other securities issued by the corporation are
subject to this reservation.

IN WITNESS WHEREOF, the undersigned have executed these Restated Articles of
Incorporation as of the 14th day of July, 1993.

                                    AMERICO LIFE, INC.


                                            /s/ Gary L. Muller
                                    -----------------------------
                                    Gary L. Muller
                                    President and Chief Executive
                                    Officer


                                            /s/ Richard J. Juneau
                                    -----------------------------
                                    Richard J. Juneau
                                    Secretary

<PAGE>

STATE OF MISSOURI )
                  )SS
COUNTY OF JACKSON )

I, Karolyn S. Dinges, a notary public, do hereby certify that on the 14th day of
July 1993, personally appeared before me Gary L. Muller, who being by me first
duly sworn, declared that the is the President and Chief Financial Officer of
Americo Life, Inc., and that the Statements therein contained are true.



                                    /s/  Karolyn S. Dinges
                           -----------------------------------------
                           Notary Public in and for said
                           County and State


                                    Karolyn S. Dinges
                           --------------------------
                           (print notary's name here)

My commission expires:

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