No. 004     UNITED FIDELITY LIFE INSURANCE COMPANY       $57,760,000
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                                SURPLUS DEBENTURE
                       Originally dated December 29, 1985,
                         as amended June 10, 1992 and as
                  Amended and Restated as of December 31, 1993
                              and December 1, 2001


         EXPRESSLY CONDITIONED UPON, SUBJECT TO AND contingent upon the terms,
conditions, limitations, contingencies and provisions as hereinafter set forth
in this Debenture, FOR VALUE RECEIVED, United Fidelity Life Insurance Company, a
corporation organized and existing under the laws of the State of Texas and
successor by merger to FHC Life Insurance Company, (hereinafter called "United
Fidelity"), does hereby agree to pay to Americo Life, Inc. ("Americo"), or its
order, from the surplus funds identified below, the sum of $57,760,000, being
the unpaid principal balance of this Surplus Debenture as of December 1, 2001,
with interest on the unpaid principal amount thereof from date until paid, both
principal and interest payable at Dallas County, Texas, only as hereinafter
provided. This Debenture, both principal and interest, shall, except as
otherwise provided herein, be payable only out of the available surplus of
United Fidelity in excess of $22,000,000, to be determined as herein provided.
Terms not otherwise defined herein are defined in paragraph 7 hereof.

         Interest on the principal balance hereof from time to time remaining
unpaid shall accrue at a rate of 9 1/4% per annum, hereinafter referred to as
"the Rate".

         Subject to, conditioned upon and as provided in paragraph (2) below,
interest shall be payable quarterly on the first day of each December, March,
June and September, beginning March 1, 2002. Subject to, conditioned upon and as
provided in paragraph (4) below, the principal shall be payable on March 31,
2005.

         (1) Before December 1, March 1, June 1 and September 1 of each calendar
year, commencing March 1, 2002, the Board of Directors of United Fidelity, or
its Executive Committee acting in the absence of the Board of Directors, shall
calculate the surplus of United Fidelity as of the end of the immediately
preceding calendar quarter in accordance with accounting practices required or
permitted by the Texas Department of Insurance.

         (2) Subject to the conditions and provisions in paragraphs (5) and (6)
hereof, and provided the surplus of United Fidelity exceeds $22,000,000 as of
the end of the immediately preceding calendar quarter as determined by the
calculation required in paragraph (1) above, United Fidelity shall have a
liability to Americo for and shall, on each date specified in Paragraph (1)
hereof, pay to Americo, as interest hereon, an amount equal to the lesser of (i)
the interest due on such date under this Surplus Debenture, or (ii) the amount
by which the surplus of United Fidelity exceeds $22,000,000 as of such
calculation date.

         (3) Subject to the conditions and provisions in paragraph (6) hereof,
and if, at the time the calculation required in paragraph (1) above is made, the
surplus of United Fidelity does not exceed $22,000,000 by an additional amount
sufficient to pay all of the interest due under this Surplus Debenture, after
making the partial payment as provided in paragraph (2) above, the amount of
remaining due but unpaid interest shall not be a liability of United Fidelity,
but shall bear interest at the Rate and shall be carried forward and paid on the
next quarterly interest payment date as provided herein.

         (4) Subject to the conditions and provisions in paragraphs (5) and (6)
hereof, and provided the surplus of United Fidelity exceeds the sum of
$22,000,000, plus an amount equal to all interest due hereon as of the date for
which the calculation required in Paragraph (1) above is made, United Fidelity
shall have a liability to Americo for, and shall, on the date specified in
paragraph (1) hereof, pay to Americo principal in an amount equal to the lesser
of (i) the amount specified in the third paragraph hereof, or (ii) the amount by
which the surplus of United Fidelity, after the payment of interest due hereon,
exceeds $22,000,000, all as of such calculation date. The amount of principal
becoming due and payable hereunder shall be either the amount specified in the
third paragraph hereof or such lesser amount as may be paid hereunder in
accordance with the provisions hereof and paragraph (5) below.

         (5) Subject to the conditions and provisions in paragraph (6) hereof,
if, at the time the calculation required in paragraph (1) above is made, the
surplus of United Fidelity does not exceed $22,000,000 by an additional amount
sufficient to pay all interest due hereon, plus the full amount of principal
payable on such date, United Fidelity shall only have a liability for and shall
only make such partial payment of such lesser amount as will not reduce its
surplus below $22,000,000, with such partial payment of such lesser amount being
applied first to interest due hereon, and the remainder thereof, if any, being
applied to principal payment. The unpaid portion of the principal payment shall
not be a liability of United Fidelity, but shall be carried forward until the
next payment date on which such unpaid principal may be paid without reducing
the surplus of United Fidelity below $22,000,000, as provided herein.

         (6) Notwithstanding any of the foregoing provisions to the contrary, if
at the time the calculation required in paragraph (1) above is made, should the
Board of Directors of United Fidelity, or its Executive Committee acting in the
absence of the Board of Directors, determine that the surplus of United Fidelity
exceeds $22,000,000, but that such surplus is not of a sufficient amount in
excess of $22,000,000 so as to permit either an interest or principal payment
hereon, either total or partial, without jeopardizing United Fidelity's status
as a licensed insurer or its right to transact business in Texas or elsewhere,
because of the so-called "risk-based capital" requirements of the Texas
Department of Insurance, or other state insurance regulating authority, or any
similar financial regulatory requirement of United Fidelity, the Board of
Directors of United Fidelity, or its Executive Committee acting in the absence
of the Board of Directors, may, at its sole discretion, defer any such interest
or principal payment, total or partial, in which event neither such interest nor
such principal payment shall become a liability of United Fidelity or be paid to
Americo.

         (7)      For purposes of this Surplus Debenture, the term "surplus"
                  shall mean the sum of

                  (i) "aggregate write-ins for special surplus funds"; (ii)
                  "special surplus funds"; (iii) "gross paid in and contributed
                  debentures"; (iv) "gross paid in and contributed surplus"; (v)
                  "unassigned funds (surplus)"; (vi) "aggregate write-ins for
                  other than special surplus funds";
                  (vii)    any amounts required to be carried as liabilities
                           with respect to outstanding surplus debentures of
                           United Fidelity; and
                  (viii)   any similar item or entry having the same effect as
                           any of items (i)-(vii);

as reflected in the Annual Statement of United Fidelity filed with the Texas
Department of Insurance of the State of Texas as of December 31 of each year, or
the statutory quarterly financial statement form as adopted by the Texas
Department of Insurance, whichever is appropriate to the particular payment
hereunder.

         (8) The obligation of United Fidelity to pay this Surplus Debenture
shall be strictly construed, and shall not be or constitute either a legal or
financial statement liability of United Fidelity or a claim against any of its
assets, except as specifically provided for herein, and in no event shall this
Surplus Debenture be considered or treated as a current or fixed liability or
obligation of United Fidelity as defined under the insurance laws and
regulations of the State of Texas, except and only to the limited extent of each
quarterly payment of interest or payment of principal that becomes due and
payable as provided hereunder.

         (9) In the event of liquidation or receivership of United Fidelity, the
unpaid principal balance of this Surplus Debenture, plus any unpaid interest
thereon, shall become immediately due and payable to Americo and shall be
superior to and in preference of the rights and claims of stockholders of United
Fidelity; provided, however, that all obligations, rights, and claims hereunder
are expressly subordinated to the claim of any supervisor, conservator, or
receiver of United Fidelity appointed by the Commissioner of Insurance of the
State of Texas, and the claims of all other creditors, other than stockholders
of United Fidelity.

         (10) All payments made hereunder shall be credited first to interest
which may be due and unpaid, if any, and the balance of such payment shall be
credited to the principal amount hereof.

         (11) Nothing herein contained shall be construed as prohibiting United
Fidelity from merging or consolidating with another corporation or from selling
or reinsuring any part or all of its business, or from acquiring all or any part
of the assets of any other corporation. In the event United Fidelity shall be
consolidated or merged into another corporation or shall sell substantially all
of its assets to any other corporation, the corporation into which United
Fidelity is consolidated or merged or to which the assets of United Fidelity are
transferred, shall expressly assume the liability of United Fidelity hereunder.

         (12) No recourse shall be had for the payment of the principal of, or
the interest of this Surplus Debenture, or for any claims based hereon or
otherwise in respect hereof, against any incorporator, stockholder, officer, or
director, past, present or future, of United Fidelity; such liability, the
acceptance of and as a part of the consideration for the issuance hereof, being
expressly released.

         (13) By acceptance and as part of the consideration for the issuance
hereof, the above-named payee and any holder hereof expressly acknowledges that
it has been informed and has knowledge that this Surplus Debenture has not been
registered under the Securities Act of 1933, as amended, or the Securities Act
or Blue Sky laws of any state, and that United Fidelity has issued this Surplus
Debenture pursuant to exemptions from registration available under such acts.
The above-named payee and any holder hereof further expressly acknowledges and
agrees that it has acquired this Surplus Debenture for investment purposes and
not with a view toward a public distribution hereof and that this Surplus
Debenture may not be sold or otherwise transferred in the absence of an
effective registration statement with respect hereto or an exemption from
registration under the Securities Act of 1933, as amended, or any other
applicable securities law.

         (14) If this Surplus Debenture is collected through judicial
proceedings, United Fidelity agrees, subject to conditions and restrictions
contained herein, to pay reasonable attorneys' fees to the holder with respect
to legal services performed in such collection.

         Issued this ______ day of ________________, ______.

                           United Fidelity Life Insurance Company

                           By _____________________________
                           Gary L. Muller, President

Attest:

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Major W. Park, Secretary