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                                                                     EXHIBIT 4.3











                        AMVESTORS FINANCIAL CORPORATION

                        1996 INCENTIVE STOCK OPTION PLAN














                         AmVestors Financial Corporation
                                 Topeka, Kansas




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                        AMVESTORS FINANCIAL CORPORATION
                        1996 INCENTIVE STOCK OPTION PLAN

                               Table of Contents

                                                                         Page
                                                                         ----

      1     PURPOSE......................................................  1

      2.    STOCK SUBJECT TO THE PLAN....................................  1

      3.    PARTICIPATION IN THE PLAN....................................  1

      4.    OPTION PRICES................................................  2

      5.    TERM OF OPTIONS..............................................  2

      6.    EXERCISE OF OPTIONS..........................................  2

      7.    RESTRICTIONS ON TRANSFERABILITY..............................  3

      8.    TERMINATION OF EMPLOYMENT....................................  3

      9.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION...................  3

     10.    MERGER.......................................................  3

     11.    TERMINATION AND AMENDMENT OF THE PLAN........................  4

     12.    ADMINISTRATION OF PLAN ......................................  4

     13.    EFFECTIVE DATE OF THE PLAN ..................................  5

     14.    NOTICES......................................................  5

     15.    STOCKHOLDER APPROVAL.........................................  5

     16.    GOVERNING LAW................................................  6

     17.    GOVERNMENT AND OTHER REGULATIONS ............................  6

     18.    NONEXCLUSIVITY OF THE PLAN ..................................  6



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                        AMVESTORS FINANCIAL CORPORATION

                        1996 INCENTIVE STOCK OPTION PLAN

     1.   PURPOSE. The purpose of this 1996 Incentive Stock Option Plan (the
"Plan.") is to encourage ownership in the Common Stock of AmVestors Financial
Corporation (the "Company") by key personnel of the Company and its subsidiaries
and to provide additional incentive for them to continue in the employ of the
Company and its subsidiaries and to promote the success of the Company's
business. It is further intended that this Plan shall qualify as an "incentive
stock option plan" under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and this Plan and all agreements entered into under the
Plan shall be interpreted in a manner consistent with the requirements of that
Section.

     2.   STOCK SUBJECT TO THE PLAN. The maximum number of shares which may be
issued upon exercise of Options granted under the Plan ("Options") shall be
950,000 shares of Common Stock, no par value, of the Company ("Common Stock").
Such shares may be either issued shares of Common Stock which shall have been
reacquired by the Company or authorized but unissued shares of Common Stock as
the Board of Directors of the Company (the "Board") shall from time to time
determine. If any outstanding Option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares allocable to the
unexercised portion of such Option shall again become available for option
pursuant to the Plan.

     3.   PARTICIPATION IN THE PLAN.

          a. Options may be granted only to regular employees (including
     officers) of the Company or of any subsidiary of the Company who shall be
     selected as provided in Section 12 hereof. A director or officer of the
     Company or of a subsidiary who shall not at the time also be an employee of
     the Company or of a subsidiary thereof shall not be eligible to receive an
     Option under the Plan. An employee who shall have been granted an Option
     under the Plan may be granted one or more additional Options. The term
     "subsidiary" as used in this Plan means a corporation more than 50% of the
     voting stock of which shall at the time be owned directly or indirectly by
     the Company.

          b. No Option shall be granted to an individual who owns more than 10%
     of the total combined voting power of all classes of stock of the Company
     or of its parent or subsidiary corporations.



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          C. To the extent the aggregate fair market value (determined as of the
     time the Option is granted) of the Common Stock for which any employee
     may be granted Options which are exercisable for the first time by such
     employee during any calendar year under the Plan and any other "incentive
     stock option plan" within the meaning of Section 422 of the Code, of the
     Company and its parent and subsidiary corporations exceeds $100,000, such
     Options shall be treated as Options which are not incentive stock options.
     Nothing in this Plan shall be construed to give anyone the right to be
     granted an Option, and neither the Plan nor the granting of an Option or
     the taking of any other action under the Plan shall constitute or be any
     evidence of any agreement or understanding, express or implied, that the
     Company or any of its subsidiaries will employ an Option holder for any
     period of time or in any position or at any particular rate of
     compensation.

     4.   OPTION PRICES. The purchase price of the Common Stock covered by each
Option shall be not less than 100% of the fair market value of the Common Stock
at the time of granting the Option. Such fair market value shall be determined
as follows: (a) if the Common Stock is actively traded in an established market,
the closing price of the Common Stock; (b) if the Common Stock is actively
traded in an established market but not traded in a market where there is a
closing price, the mean between the bid and asked price; and (c) if the Common
Stock is not traded in an established market, the fair market value of the
Common Stock shall be determined by the Board (or any committee to which the
Board shall have delegated pursuant to Section 12 hereof power in that regard).
Notwithstanding the foregoing, the price at which Options may be exercised shall
in all events be determined in a manner consistent with any regulations that may
hereafter be promulgated from time to time by the Internal Revenue Service with
respect to Section 422 of the Code.

     5.   TERM OF OPTIONS. The term of each Option shall be not more than ten
years from the date of granting thereof and may be less than ten years. Each
Option shall be subject to earlier termination as herein provided.

     6.   EXERCISE OF OPTIONS. An Option may be exercised in accordance with its
terms at any time or from time to time after the granting thereof and the
approval of this Plan by the stockholders of the Company in accordance with
Paragraph 13 of the Plan. The purchase price of the shares purchased upon
exercise of an Option shall be paid in full in cash at the time of the exercise,
but the Board of Directors may (but shall not be required to) determine that
shares may be purchased in whole or in part upon the exercise of Options with
Common Stock of the Company. Notwithstanding the foregoing sentence, a
participant shall be entitled to pay the purchase price by executing a
promissory note, if such a right is expressly granted to a participant in the
Incentive Stock Option Agreement entered into between a participant and the
Company. Except as provided in Paragraph 8 hereof, an Option may not be
exercised in whole or in part unless the holder thereof shall then be an
employee of the Company or of a subsidiary of the Company. The holder of an
Option shall not have any of the rights of a stockholder with



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respect to the shares covered by his or her Option until and except to the
extent that the Option shall have been duly exercised.

     7.   RESTRICTIONS ON TRANSFERABILITY. An Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and an Option
may be exercised during the lifetime of the employee only by him or her. No
Option or interest therein may be transferred, assigned, pledged, or
hypothecated by the Optionee during his or her lifetime, by operation of law or
otherwise, or be made subject to execution, attachment, or similar process.

     8.   TERMINATION OF EMPLOYMENT. All rights of an employee in an Option, to
the extent it has not been exercised, shall terminate three months from the date
the employee terminates employment other than by reason of death or disability
as hereinafter provided. An Option shall not be affected by any temporary change
of duties or position of the holder or any temporary leave of absence granted to
him or her by the employing corporation. In the event of the death of the holder
of an Option prior to termination of employment, the unexercised portion of such
Option may be exercised at any time within twelve months from the date of the
holder's death, by his or her executor, administrator, personal representative,
or other person who has acquired the right to exercise the Option by bequest or
inheritance. In the event a holder of an Option terminates employment due to
disability, the unexercised portion of such Option may be exercised at any time
within twelve months from the date such employee terminated employment. For
purposes hereof a person shall be considered disabled if the individual is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve months. An individual shall be considered disabled only if
such individual furnishes proof of the existence thereof in the form and manner
as the Company may require. In no event may any Option be exercised after the
expiration of the terms of the Option set forth in Paragraph 5 of this Plan.

     9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding any other
provisions of this Plan, in the event of any change in the outstanding Common
Stock of the Company by reason of a stock dividend, stock split, merger,
consolidation, split-up, combination or exchange of shares, reorganization,
liquidation, or the like, the aggregate number and class of shares of Common
Stock available under the Plan and the number and class of shares subject to
each outstanding Option and the option prices shall be appropriately adjusted by
the Board, whose determination shall be conclusive.

     10.  MERGER. Subject to any required approval by the stockholders of the
Company, if the Company shall be the surviving or resulting corporation in any
merger or consolidation, each then outstanding Option granted hereunder shall
pertain to and apply to the same number and type of shares of stock which a
holder of the same number of shares of


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Common Stock subject to such Option was entitled to receive by reason of such
merger or consolidation.

     11.  TERMINATION AND AMENDMENT OF THE PLAN. Unless the Plan shall be
previously terminated as hereinafter provided, no Option shall be granted under
the Plan after ten years from the date the Plan is adopted by the Board of
Directors. The Board of Directors, may at any time prior to that date suspend or
terminate the Plan and shall have the right to alter or amend the Plan or any
part thereof at any time and from time to time as it may deem proper and in the
best interest of the Company and to alter or amend the Plan in order that
Options granted under the Plan shall qualify as "Incentive Stock Options" under
Section 422 of the Code or qualify under similar or successor provisions of the
Code as amended from time to time, or conform with any change in applicable law
or regulations or rulings of administrative agencies. Any termination,
suspension, alteration or amendment of the Plan effected pursuant to this
Paragraph 11 may be made by the Board of Directors without further action on the
part of the stockholders of the Company; provided, that, no such termination,
suspension, alteration, or amendment shall (a) impair, without the consent of
the Option holder, any Option theretofore granted to him or her under the Plan
or deprive him or her of any Common Stock which he or she may have acquired
under the Plan, or (b) unless approved by the stockholders of the (i) increase
the total number of shares of Common Stock which may be purchased under the Plan
except as provided in Paragraph 9 hereof, (ii) extend the time during which
Options may be granted under the Plan, (iii) change the class of employees
eligible to receive Options under the Plan, or (iv) change the manner of
determining the Option price except to change the manner of determining the fair
market value of the Common Stock. Any Option outstanding at the time of
termination of the Plan shall remain in effect subject to the provisions of this
Plan until the Option shall have been exercised or shall have expired.

     12.  ADMINISTRATION OF PLAN.

          a. The Plan shall be administered under the general direction and
     control of the Board of Directors which may from time to time issue orders
     or adopt resolutions not inconsistent with the provisions of the Plan, to
     interpret the provisions and supervise the administration of the Plan.

          b. The Board of Directors shall appoint a Committee (the "Committee")
     consisting of not fewer than three directors, none of whom shall be
     officers of the Company or eligible to participate in the Plan while
     members of the Committee, and who shall serve at the pleasure of the Board.
     No person shall be eligible to serve on the Committee if such person has at
     any time during the immediately preceding one year period been granted or
     awarded equity securities under the terms of this Plan, or any other plan
     of the Company or its affiliates, except as provided by any applicable
     securities rule. All Committee members shall be disinterested persons as
     defined in



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     Securities and Exchange Commission Rule 16b-3. The Board of Directors may,
     from time to time, remove members from or add members to the Committee and
     shall fill all vacancies on the Committee. The Board of Directors may
     delegate to the Committee full power and authority to take any action
     required or permitted to be taken by the Board of Directors under the Plan,
     except that the Committee shall not have the power to terminate, suspend,
     alter, or amend the Plan. Subject to the provisions of the Plan, the
     Committee shall have the plenary authority, in its discretion, to determine
     the time or times at which, and the employees of the Company and its
     subsidiaries to whom, Options shall be granted, the purchase price, and the
     number of shares of Common Stock to be covered by each Option, when each
     Option may be exercised, and the expiration date thereof. The Options
     granted by such Committee may contain such terms and provisions as the
     Committee, in its discretion, deems desirable and appropriate, provided,
     however, that such additional terms shall not be inconsistent with any
     provision of the Plan or cause the Plan or the Options granted thereunder
     not to be classified as an Incentive Stock Option Plan and/or an Incentive
     Stock Option, except as provided in paragraph 3.c. hereof.

          c. A majority of the Committee shall constitute a quorum, and the
     action of a majority of the members present at any meeting at which a
     quorum is present, or action authorized or approved in writing by a
     majority of the Committee, shall be deemed the action of the Committee.

     13.  EFFECTIVE DATE OF THE PLAN. The Plan shall be effective from the date
of its adoption by the Board of Directors, and Options may be granted
immediately after such adoption, but the grant of any Option is conditional, and
no Option may be exercised under the Plan, unless and until the Plan has been
approved by the stockholders of the Company at a meeting held within twelve
months after the date of such adoption. The Plan shall terminate if it is not
approved by the stockholders of the Company within twelve months from the date
of its adoption by the Board of Directors.

     14.  NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been given
when received by the Personnel Office of the Company or when received in the
form specified by the Company at the location, or by the person, designated by
the Company for the receipt thereof.

     15.  STOCKHOLDER APPROVAL. The Plan has been adopted by the Board of
Directors of the Company on March 28, 1996, and is subject to the approval of
the holders of a majority of the issued and outstanding Common Stock of the
Company within 12 months after its adoption by the Board of Directors.


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     16.  GOVERNING LAW. This Plan and all agreements entered into under the
Plan shall be construed in accordance with and shall be governed by the laws of
the State of Kansas, except as provided in Paragraph 1 hereof.

     17.  GOVERNMENT AND OTHER REGULATIONS. The obligations of the Company to
sell and deliver shares of Common Stock shall be subject to all applicable laws,
rules and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness, of a registration
statement under the Securities Act of 1933, as deemed necessary or appropriate
by counsel for the Company.

     18.  NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board of Directors nor the submission of the Plan for approval of the
stockholders of the Company shall be construed as creating any limitations on
the power of the Board of Directors to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options otherwise than under the Plan.

               This 1996 Incentive Stock Option Plan was approved
               and adopted by the Board of Directors of AmVestors
               Financial Corporation at its regular meeting on
               March 28, 1996, and was approved and such adoption
               ratified by the stockholders of such corporation
               at the annual meeting thereof on the 16th day of
               May, 1996.






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