AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

                               among

                     STANDARD MANAGEMENT CORPORATION,

                     STANDARD ACQUISITION CORPORATION

                                    and

                       SAVERS LIFE INSURANCE COMPANY

                       Dated as of December 9, 1997

<PAGE>
                             TABLE OF CONTENTS


                                                                PAGE

     ARTICLE I DEFINITIONS 1
     1.1  TERMS DEFINED 1
     1.2  OTHER DEFINITIONAL PROVISIONS 2

     ARTICLE II THE MERGER 2
     2.1  MERGER 2
     2.2  EFFECTIVE TIME 2
     2.3  TERMS OF THE MERGER 2
     2.4  ARTICLES OF INCORPORATION, BYLAWS AND DIRECTORS AND OFFICERS 2
     2.5  CONVERSION OF SECURITIES 3
     2.6  STOCK ELECTION 3
     2.7  ELECTION PROCEDURE 4
     2.8  EXCHANGE AGENT 4
     2.9  DIVIDENDS; TRANSFER TAXES 5
     2.10 NO FRACTIONAL SECURITIES 6
     2.11 RETURN OF EXCHANGE FUND AND FRACTIONAL SECURITIES FUND 6
     2.12 ADJUSTMENT OF EXCHANGE RATIO 6
     2.13 NO FURTHER OWNERSHIP RIGHTS IN SAVERS COMMON STOCK 7
     2.14 DISSENTING SHARES 7
     2.15 LOST CERTIFICATES 7
     2.16 CLOSING OF COMPANY TRANSFER BOOKS 7
     2.17 FURTHER ASSURANCES 8
     2.18 CLOSING 8

     ARTICLE III    REPRESENTATIONS AND WARRANTIES OF SAVERS 8
     3.1  ORGANIZATION 8
     3.2  AUTHORITY. 9
     3.3  CAPITAL STOCK 9
     3.4  NO SUBSIDIARIES 9
     3.5  NO CONFLICTS OR VIOLATIONS 9
     3.6  BOOKS AND RECORDS 10
     3.7  SAP STATEMENTS 10
     3.8  GAAP STATEMENTS 11
     3.9  REGISTRATION STATEMENT AND PROXY STATEMENT 11
     3.10 AVAILABILITY OF ASSETS 11
     3.11 NO OTHER FINANCIAL STATEMENTS 12
     3.12 RESERVES 12
     3.13 ABSENCE OF CHANGES 12
     3.14 NO UNDISCLOSED LIABILITIES 15
     3.15 TAXES 15
     3.16 LITIGATION 17
     3.17 COMPLIANCE WITH LAWS 18
     3.18 BENEFIT PLANS, ERISA 19
     3.19 EMPLOYEE RELATIONS 22
     3.20 PROPERTIES 22
     3.21 ENVIRONMENTAL MATTERS 23
     3.22 CONTRACTS 24
     3.23 INSURANCE ISSUED BY SAVERS 27
     3.24 THREATS OF CANCELLATION 28
     3.25 LICENSES AND PERMITS 28
     3.26 OPERATIONS INSURANCE 28
     3.27 INTERCOMPANY ACCOUNTS 29
     3.28 BANK ACCOUNTS 29
     3.29 BROKERS 29
     3.30 DISCLOSURE 29
     3.31 STATE TAKEOVER STATUTES 29
     3.32 SENSITIVE PAYMENTS 30

     ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF SMC 30
     4.1  ORGANIZATION 30
     4.2  AUTHORITY 30
     4.3  NO CONFLICTS OR VIOLATIONS 31
     4.4  REGISTRATION STATEMENT AND PROXY STATEMENT 31
     4.5  LITIGATION 32
     4.6  CAPITALIZATION 32
     4.7  BROKERS 32
     4.8  DISCLOSURE 33

      ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING SAC 33
     5.1  ORGANIZATION AND STANDING 33
     5.2  CAPITAL STRUCTURE 33
     5.3  AUTHORITY 33
     5.4  NO CONFLICTS OR VIOLATIONS 33

      ARTICLE VI   COVENANTS OF SAVERS 34
     6.1  CONDUCT OF BUSINESS 35
     6.2  FINANCIAL STATEMENTS AND REPORTS 36
     6.3  INVESTMENTS 37
     6.4  EMPLOYEE MATTERS 37
     6.5  NO CHARTER AMENDMENTS 38
     6.6  NO ISSUANCE OF SECURITIES 38
     6.7  NO DIVIDENDS 38
     6.8  NO DISPOSAL OF PROPERTY 38
     6.9  NO BREACH OR DEFAULT 38
     6.10 NO INDEBTEDNESS 39
     6.11 NO ACQUISITIONS 39
     6.12 INTERCOMPANY LIABILITIES 39
     6.13 TAX MATTERS 39
     6.14 NOTICE AND CURE 39

     ARTICLE VII    COVENANTS OF SMC 39
     7.1  NOTICE AND CURE 40
     7.2  FORM A FILING 40
     7.3  JERRY E. FRANCIS TO BE APPOINTED A DIRECTOR 40
     7.4  NOTICE OF MATERIAL CHANGES 40

     ARTICLE VIII    ADDITIONAL AGREEMENTS 40
     8.1  STOCKHOLDER APPROVAL 40
     8.2  REGISTRATION STATEMENT AND PROXY STATEMENT 41
     8.3  STOCK EXCHANGE LISTING 41
     8.4  REASONABLE EFFORTS 41
     8.5  STATE TAKEOVER LAWS 42
     8.6  IMPROVEMENTS ACT FILINGS 42
     8.7  FINANCIAL STATEMENTS 42
     8.8  CERTAIN NOTICES 42

     ARTICLE IX    CONDITIONS OF BOTH PARTIES 43
     9.1  STOCKHOLDER APPROVAL 43
     9.2  NASDAQ LISTING 43
     9.3  REGULATORY APPROVALS 43
     9.4  REGISTRATION STATEMENT 43

     ARTICLE X CONDITIONS TO OBLIGATIONS OF SMC AND SAC 43
     10.1 REPRESENTATIONS AND WARRANTIES 43
     10.2 PERFORMANCE 44
     10.3 CERTIFICATES OF OFFICER OF SAVERS 44
     10.4 NO INJUNCTION 44
     10.5 NO PROCEEDING OR LITIGATION 44
     10.6 CONSENTS, AUTHORIZATIONS, ETC. 44
     10.7 NO ADVERSE CHANGE 45
     10.8 OPINION OF COUNSEL 45
     10.9 APPROVAL BY FLEET AND CONSECO 45
     10.10 CONSULTING AGREEMENT 45
     10.11 LOCKUP AGREEMENTS 45
     10.12 DISSENTERS' RIGHTS 45
     10.13 SMC STOCKHOLDERS APPROVAL 45
     10.14 SAVERS ADJUSTED CAPITAL AND SURPLUS 45
     10.15 SAVERS STOCKHOLDERS APPROVAL 45

     ARTICLE XI    CONDITIONS TO OBLIGATIONS OF SAVERS 46
     11.1 REPRESENTATIONS AND WARRANTIES 46
     11.2 PERFORMANCE 46
     11.3 OFFICERS' CERTIFICATES 46
     11.4 NO INJUNCTION 46
     11.5 NO PROCEEDING OR LITIGATION 46
     11.6 CONSENTS, AUTHORIZATIONS, ETC. 47
     11.7 OPINION OF COUNSEL 47

     ARTICLE XII    SURVIVAL OF PROVISIONS; REMEDIES 47
     12.1 SURVIVAL 47
     12.2 AVAILABLE REMEDIES 47

     ARTICLE XIII    TERMINATION 48
     13.1 TERMINATION 48
     13.2 EFFECT OF TERMINATION 49
     13.3 CERTAIN PAYMENTS 49

     ARTICLE XIV    MISCELLANEOUS 50
     14.1 NOTICES 50
     14.2 ENTIRE AGREEMENT 51
     14.3 EXPENSES 51
     14.4 PUBLIC ANNOUNCEMENTS 52
     14.5 CONFIDENTIALITY 52
     14.6 WAIVER 52
     14.7 AMENDMENT 52
     14.8 COUNTERPARTS 53
     14.9 NO THIRD PARTY BENEFICIARY 53
     14.10 GOVERNING LAW 53
     14.11 BINDING EFFECT 53
     14.12 ASSIGNMENT 53
     14.13 HEADINGS, ETC. 53
     14.14 INVALID PROVISIONS 53
<PAGE>
     AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER


     AMENDED  AND  RESTATED  AGREEMENT  AND  PLAN  OF  MERGER,  dated as of
December  9,  1997,  among  STANDARD  MANAGEMENT  CORPORATION,  an  Indiana
corporation  ("SMC"),  STANDARD  ACQUISITION  CORPORATION, a North Carolina
corporation  ("SAC") and SAVERS LIFE INSURANCE COMPANY,  a  North  Carolina
domestic  stock   insurance  company   ("Savers")  (SAC  and  Savers  being
hereinafter collectively referred to as the "Constituent Corporations").

                             RECITALS

     WHEREAS, the parties  acknowledge  that,  because  of events that have
transpired since the execution of the Agreement and Plan of Merger dated as
of December 19, 1996, and amended as of February 17, 1997,  as  of  May  7,
1997,  as of June 27, 1997 and as of July 31, 1997 they now desire to amend
and restate the Merger Agreement in its entirety.

     WHEREAS,  subject to the terms hereof, SMC, SAC and Savers have agreed
to the statutory merger (the "Merger") of SAC and Savers upon the terms and
conditions set forth  herein, pursuant to which each issued and outstanding
share of common stock,  no par value, of Savers (the "Savers Common Stock")
will be converted into shares  of  the  common  stock, no par value, of SMC
("SMC Common Stock") and cash.

     WHEREAS,  for federal income tax purposes, it  is  intended  that  the
Merger shall qualify  as  a  tax-free  reorganization within the meaning of
Section  368(a)  of the Internal Revenue Code  of  1986,  as  amended  (the
"Code");

     WHEREAS,  it is  intended  that  the  Merger  shall  be  recorded  for
accounting purposes as a purchase; and

     WHEREAS, SMC,  SAC  and Savers desire to make certain representations,
warranties and agreements  in  connection  with  the  Merger  and  also  to
prescribe various conditions to the Merger.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  representations,
warranties  and  covenants  made  herein and of the mutual benefits  to  be
derived herefrom, the parties hereto agree as follows:

                             ARTICLE I

                            DEFINITIONS

     1.1  TERMS DEFINED.  The capitalized  terms  used  in this Amended and
Restated Merger Agreement and not otherwise defined herein  shall  have the
meanings  specified  in EXHIBIT A, which Exhibit is incorporated herein  by
reference.

     1.2  OTHER DEFINITIONAL  PROVISIONS.   Unless  the  context  otherwise
requires,  (a) references in this Amended and Restated Merger Agreement  to
the singular  number  shall include the plural, and the plural number shall
include  the  singular;  (b)   words  denoting  gender  shall  include  the
masculine,  feminine and neuter;  (c)  the  words  "hereof,"  "herein"  and
"hereunder" and  words of similar import refer to this Amended and Restated
Merger Agreement as  a  whole  and  not to any particular provision of this
Amended and Restated Merger Agreement,  (d) unless otherwise specified, all
Article and Section references pertain to  this Amended and Restated Merger
Agreement, and all references to Exhibits or  Schedules are to the Exhibits
or Schedules to this Amended and Restated Merger  Agreement;  (e)  the term
"or"  means  "and/or"; and (f) the phrase "ordinary course of business  and
consistent with  past  practice"  refers  to  the  business and practice of
Savers.

                            ARTICLE II

                            THE MERGER

     2.1  MERGER.  Upon the terms and subject to the conditions hereof, and
in  accordance  with  the  North  Carolina  Business Corporation  Act  (the
"NCBCA"), SAC shall be merged with and into Savers  at  the  Effective Time
(as hereinafter defined).  At the election of SMC, any direct  wholly-owned
subsidiary  of  SMC may be substituted for SAC as a constituent corporation
in the Merger.  In  such event, the parties agree to execute an appropriate
amendment to this Amended and Restated Merger Agreement in order to reflect
the foregoing.  Following  the  Merger, the separate corporate existence of
SAC shall cease, and Savers shall  continue  as  the  surviving corporation
(the  "Surviving  Corporation")  and shall succeed to and  assume  all  the
rights and obligations of SAC in accordance with the NCBCA.

     2.2  EFFECTIVE  TIME.  The Merger  shall  become  effective  when  the
Articles of Merger (the  "Articles of Merger"), executed in accordance with
the relevant provisions of the NCBCA, are filed with the Secretary of State
of  the  State of North Carolina;  PROVIDED,  HOWEVER,  that,  upon  mutual
consent of  the Constituent Corporations the Articles of Merger may provide
for a later date of effectiveness of the Merger not more than 90 days after
the date the  Articles  of Merger are filed.  When used in this Amended and
Restated Merger Agreement,  the  term "Effective Time" shall mean the later
of the date and time at which the  Articles  of  Merger  are  accepted  for
record  or  such  later  time  established  by the Articles of Merger.  The
filing of the Articles of Merger shall be made as soon as practicable after
the  satisfaction  or waiver of the conditions  to  the  Merger  set  forth
herein.

     2.3  TERMS OF THE MERGER.  The Merger shall have the effects set forth
in Section 55-11-06 of the NCBCA.

     2.4  ARTICLES OF  INCORPORATION,  BYLAWS  AND  DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of SAC, as in  effect  immediately
prior  to  the  Effective Time, shall be the Articles of Incorporation  and
Bylaws of the Surviving  Corporation until thereafter changed or amended as
provided therein or by applicable  law.   The directors and officers of SAC
at the Effective Time shall be the directors and officers, respectively, of
the Surviving Corporation until their respective  successors have been duly
elected or appointed in accordance with the Articles  of  Incorporation and
Bylaws of the Surviving Corporation or by applicable law.

     2.5  CONVERSION OF SECURITIES.  As of the Effective Time, by virtue of
the Merger and without any action on the part of any stockholder of Savers:

          (a)   All  shares  of  Savers Common Stock that are held  in  the
     treasury of Savers or by any wholly-owned Subsidiary of Savers and any
     shares of Savers Common Stock  owned  by SMC, SAC or any other wholly-
     owned Subsidiary of SMC shall be cancelled,  and  no  capital stock of
     SMC or other consideration shall be delivered in exchange therefor.

          (b)  Each issued and outstanding share of capital  stock  of  SAC
     shall  be  converted  into and become one fully paid and nonassessable
     share of Common Stock,  no  par  value  per  share,  of  the Surviving
     Corporation.

          (c)  Subject to the provisions of SECTIONS 2.10 and 2.12  hereof,
     each  share  of Savers Common Stock issued and outstanding immediately
     prior to the Effective  Time  (other  than  shares  to  be canceled in
     accordance with SECTION 2.5(A)) shall be converted into (i) subject to
     SECTION 2.6, below, $1.50 in cash, plus (ii) 1.2 shares of  SMC Common
     Stock,  the  number  of  such  shares,  to  be  rounded to the nearest
     hundredth of a share.  All such shares of Savers Common Stock, when so
     converted, shall no longer be outstanding and shall  automatically  be
     cancelled  and retired and each holder of a Certificate (as defined in
     SECTION 2.8(A))  representing  any such shares shall cease to have any
     rights with respect thereto, except the right to receive shares of SMC
     Common Stock, cash as provided in  this  SECTION  2.5 and SECTION 2.6,
     certain dividends and other distributions as contemplated  by  SECTION
     2.9 and any cash, without interest, in lieu of fractional shares to be
     issued  or  paid  in consideration therefor upon the surrender of such
     Certificate in accordance with SECTION 2.8.

          (d) Each option  to  purchase  Savers Common Stock ("Savers Stock
     Option") outstanding immediately prior  to the Effective Time shall be
     converted into the right to receive cash  from  Savers equal in amount
     with respect to each such option to the difference  between  1.2 times
     the  Average  Trading  Price  (as defined in SECTION 2.6, below)  plus
     $1.50  per option share and the exercise price for each such option.

     2.6  STOCK ELECTION.  Each  holder of Savers Common Stock may elect to
receive SMC Common Stock in lieu of  the  cash  to  which such holder would
otherwise be entitled pursuant to SECTION 2.5(C).  In  the  event  that any
holder  of Savers Common Stock shall make such election, such holder  shall
be entitled  to  receive, in lieu of the cash into which such Savers Common
Stock  would  otherwise   be  converted  pursuant  to  SECTION  2.5(C),  an
additional number of shares  of  SMC  Common  Stock, rounded to the nearest
hundredth of a share, determined by dividing $1.50  by  the  average of the
closing  prices  as  reported  by the NASDAQ National Market (the  "Average
Trading Price") of SMC Common Stock  for  the  ten (10) consecutive trading
days ending on the fifth day prior to the Savers Stockholders Meeting.

     2.7  ELECTION PROCEDURE.  Each holder of shares of Savers Common Stock
may  indicate  (an "Election") in a request made in  accordance  with  this
SECTION 2.7 whether  such holder wishes to receive cash or SMC Common Stock
pursuant to SECTION 2.5(C)(II):

     (a)  SMC and Savers  shall  prepare  a  form  (the "Form of Election")
pursuant to which each holder of Savers Common Stock  may make an Election.
The Form of Election shall be mailed to stockholders of record of Savers as
of the record date for the Savers Stockholder Meeting and  shall  accompany
the Proxy Statement.

     (b)   Savers shall use reasonable commercial efforts to make the  Form
of Election  available  to all persons who become stockholders of record of
Savers during the period  between  such  record date and the fifth Business
Day prior to the date of the Savers Stockholders Meeting.

     (c)  An Election shall have been properly  made  only  if the Exchange
Agent shall have received, by 5:00 p.m. on the last Business  Day preceding
the date of the Savers Stockholders Meeting (the "Election Date") a Form of
Election properly completed and signed.

     (d)  Any holder of record of shares of Savers Common Stock  may at any
time  prior  to  the  Election  Date  change his Election by written notice
received  at  or  prior  to the Election Date  accompanied  by  a  properly
completed  Form  of Election.   SMC  shall  have  the  right  in  its  sole
discretion to permit changes in Elections after the Election Date.

     (e)  Any holder  of record of shares of Savers Common Stock may at any
time prior to the Election  Date  revoke  his  Election  by  written notice
received at or prior to the Election Date.  Any Election relating to shares
of  Savers  Common  Stock  which  become Dissenting Shares shall be  deemed
automatically revoked as of the Election Date.

     (f)   SMC  and  Savers  shall  have  the  right  to  make  rules,  not
inconsistent with the terms of this Amended  and Restated Merger Agreement,
governing the validity of Forms of Election, the  issuance  and delivery of
certificates  for  shares of SMC Common Stock into which shares  of  Savers
Common Stock are converted in the Merger and the payment for the portion of
shares of Savers Common  Stock  converted into the right to receive cash in
the Merger.

     2.8  EXCHANGE AGENT.

          (a)  DELIVERY OF CERTIFICATES  AND  CASH.   SMC shall authorize a
commercial bank (or such other person or persons as shall  be acceptable to
SMC and Savers) to act as Exchange Agent hereunder (the "Exchange  Agent").
As soon as practicable after the Effective Time, (i) SMC shall deposit with
the  Exchange  Agent  in  trust  for  the  holders  of  certificates  which
immediately prior to the Effective Time represented shares of Savers Common
Stock  (the  "Certificates")  certificates  representing  the shares of SMC
Common Stock, into which the outstanding shares of Savers Common Stock have
been converted pursuant to SECTION 2.5(C)(I) and SECTION 2.6  and  (ii) SMC
shall  make  available  to  the  Surviving Corporation, which in turn shall
deposit  with  the  Exchange  Agent  in   trust  for  the  holders  of  the
Certificates, the cash into which the outstanding  shares  of Savers Common
Stock have been converted pursuant to SECTION 2.5(C)(II), (such  shares  of
SMC Common Stock, together with any dividends or distributions with respect
thereto  and  such  cash,  being  hereinafter  referred to as the "Exchange
Fund").

          (b)   EXCHANGE  PROCEDURES.   As soon as  practicable  after  the
Effective Time, the Exchange Agent shall mail to each holder of record of a
Certificate whose shares were converted pursuant to SECTION 2.5 and SECTION
2.6 a letter of transmittal (which shall  specify  that  delivery  shall be
effected,  and risk of loss and title to the Certificates shall pass,  only
upon actual  delivery  of  the Certificates to the Exchange Agent and shall
contain instructions for use in effecting the surrender of the Certificates
in exchange for certificates  representing  shares  of SMC Common Stock and
cash).  Upon surrender of a Certificate for cancellation  to  the  Exchange
Agent, together with such letter of transmittal, duly executed, the  holder
of  such  Certificate  shall be entitled to receive in exchange therefor  a
certificate representing  that  number  of whole shares of SMC Common Stock
plus any cash which such holder has the right  to  receive pursuant to this
Article  II,  and  the  Certificate  so  surrendered  shall   forthwith  be
cancelled.   Until  surrendered  as contemplated by this SECTION 2.8,  each
Certificate shall, at and after the  Effective Time, be deemed to represent
only the right to receive, upon surrender of such Certificate, certificates
representing the appropriate number of  shares  of SMC Common Stock and the
appropriate  amount  of  cash,  cash  in  lieu  of  fractional   shares  as
contemplated  by SECTION 2.10 and certain dividends and other distributions
as contemplated by SECTION 2.9.

     2.9  DIVIDENDS;  TRANSFER  TAXES.  No dividends or other distributions
that are declared on or after the Effective Time on SMC Common Stock or are
payable to the holders of record  thereof  on  or  after the Effective Time
will  be  paid  to  persons  entitled  by reason of the Merger  to  receive
certificates representing SMC Common Stock  until  such  persons  surrender
their  Certificates,  as  provided  in  SECTION  2.8,  and  no cash payment
pursuant to SECTION 2.5(C)(II) or in lieu of fractional shares  pursuant to
SECTION  2.10 shall be paid to any such holder  until such holder  of  such
Certificate  shall so surrender such Certificate.  Subject to the effect of
applicable  law,   there  shall  be  paid  to  the  record  holder  of  the
certificates representing  such  SMC  Common  Stock (i) at the time of such
surrender  or  as promptly as practicable thereafter,  the  amount  of  any
dividends or other  distributions  theretofore  paid  with respect to whole
shares of such SMC Common Stock and having a record date  on  or  after the
Effective Time and a payment date prior to such surrender and (ii)  at  the
appropriate  payment  date  or  as  promptly as practicable thereafter, the
amount of dividends or other distributions  payable  with  respect to whole
shares  of  SMC  Common  Stock  and  having  a record date on or after  the
Effective  Time  but prior to surrender and a payment  date  subsequent  to
surrender.  In no event shall the person entitled to receive such dividends
or other distributions be entitled to receive interest on such dividends or
other distributions.  If any cash or certificate representing shares of SMC
Common Stock is to  be paid to or issued in a name other than that in which
the Certificate surrendered in exchange therefor is registered, it shall be
a condition of such exchange  that  the Certificate so surrendered shall be
properly endorsed and otherwise in proper  form  for  transfer and that the
person  requesting  such  exchange  shall  pay  to the Exchange  Agent  any
transfer or other taxes required by reason of the  issuance of certificates
for such shares of SMC Common Stock or delivery of such  cash  to  a Person
other  than the registered holder of the Certificate surrendered, or  shall
establish  to the satisfaction of the Exchange Agent that such tax has been
paid or is not applicable.

     2.10 NO  FRACTIONAL SECURITIES.  No certificates or scrip representing
fractional shares  of  SMC  Common Stock shall be issued upon the surrender
for exchange of Certificates  pursuant  to  this  Article  II,  and  no SMC
dividend  or  other  distribution  or  stock  split  shall  relate  to  any
fractional  security,  and  such fractional interests shall not entitle the
owner thereof to vote or to any  rights  of  a  security holder of SMC.  In
lieu of any such fractional securities, each holder  of Savers Common Stock
who  would otherwise have been entitled to a fraction of  a  share  of  SMC
Common  Stock  upon surrender of Certificates for exchange pursuant to this
Article II will  be  paid,  in addition to the cash to which such holder is
entitled  pursuant to SECTION  2.5(C)(II),   an  amount  in  cash  (without
interest) equal to such holder's proportionate interest in the net proceeds
from the sale  or sales in the open market by the Exchange Agent, on behalf
of all such holders, of the aggregate fractional shares of SMC Common Stock
issued pursuant  to  this Article II.  As soon as practicable following the
Effective Time, the Exchange  Agent  shall  determine the excess of (x) the
number of full shares of SMC Common Stock delivered  to  the Exchange Agent
by SMC over (y) the aggregate number of full shares of SMC  Common Stock to
be distributed to holders of Savers Common Stock pursuant to SECTION 2.8(B)
(such  excess  being  herein  called the "Excess Shares") and the  Exchange
Agent, as agent for the former  holders  of Savers Common Stock, shall sell
the Excess Shares at the prevailing prices  on  the NASDAQ National Market.
The sale of the Excess Shares by the Exchange Agent  shall  be  executed on
the  NASDAQ National Market through one or more member firms of NASDAQ  and
shall  be  executed in round lots to the extent practicable.  SMC shall pay
all commissions,  transfer taxes and other out-of-pocket transaction costs,
including the expenses  and compensation of the Exchange Agent, incurred in
connection with such sale of Excess Shares.  Until the net proceeds of such
sale have been distributed  to  the  former  stockholders  of  Savers,  the
Exchange   Agent   will  hold  such  proceeds  in  trust  for  such  former
stockholders (the "Fractional  Securities  Fund").   As soon as practicable
after  the  determination  of  the  amount  of  cash to be paid  to  former
stockholders of Savers in lieu of any fractional  interests,  the  Exchange
Agent  shall  make  available  in accordance with this Amended and Restated
Merger Agreement such amounts to such former stockholders.

     2.11 RETURN OF EXCHANGE FUND  AND  FRACTIONAL  SECURITIES  FUND.   Any
portion  of  the  Exchange  Fund  and  the Fractional Securities Fund which
remains undistributed to the former stockholders  of  Savers  for  one year
after the Effective Time shall be delivered to SMC, upon demand of SMC, and
any  former  stockholders of Savers who have not theretofore complied  with
this Article II  shall  thereafter  look  only  to SMC for payment of their
claim for SMC Common Stock, cash, including any cash  in lieu of fractional
shares of SMC Common Stock, and any dividends or distributions with respect
to SMC Common Stock.

     2.12 ADJUSTMENT   OF   EXCHANGE   RATIO.    In   the   event  of   any
reclassification, stock split or stock dividend with respect  to SMC Common
Stock  (or  if  a  record date with respect to any of the foregoing  should
occur) between the date  of  this Amended and Restated Merger Agreement and
the Effective Time, appropriate  and  proportionate  adjustments,  if  any,
shall be made to the exchange ratios referred to in SECTIONS 2.5 and 2.6.

     2.13 NO  FURTHER  OWNERSHIP RIGHTS IN SAVERS COMMON STOCK.  All shares
of SMC Common Stock and  cash  issued  or  delivered upon the surrender for
exchange of Certificates in accordance with the terms hereof (including any
cash paid pursuant to SECTIONS 2.5(C)(II), 2.9  or 2.10) shall be deemed to
have been issued or delivered in full satisfaction of all rights pertaining
to the shares of Savers Common Stock, subject, however,  to  the  Surviving
Corporation's   obligation   to   pay  any  dividends  or  make  any  other
distribution with a record date prior  to the Effective Time which may have
been declared or made by Savers on such  shares  of  Savers Common Stock in
accordance with the terms of this Amended and Restated Merger Agreement.

     2.14 DISSENTING SHARES.  Notwithstanding anything  in this Amended and
Restated  Merger Agreement to the contrary, shares of Savers  Common  Stock
which immediately  prior to the Effective Time are held by shareholders who
have properly exercised  dissenters'  rights  under Article 13 of the NCBCA
(the "Dissenting Shares") shall not be converted as provided in SECTION 2.5
hereof, but the holders of Dissenting Shares shall  be  entitled to receive
such  consideration as shall be determined pursuant to Article  13  of  the
NCBCA;  PROVIDED,  HOWEVER, that, if any such holder shall withdraw or lose
such holder's right  to  dissent and payment under the NCBCA, such holder's
outstanding shares of Savers Common Stock shall thereupon be deemed to have
been converted as of the Effective Time as provided in SECTION 2.5, without
any adjustment for interest,  and such shares shall no longer be Dissenting
Shares.  Savers shall give SMC  prompt  notice  of  any demands for payment
under  Section  55-13-21  of  Article 13 of the NCBCA received  by  Savers.
Except as required by applicable  law,  prior to the Effective Time, Savers
shall not, except with the prior written  consent of SMC,  make any payment
with respect to, or settle or offer to settle, any such demands.

     2.15 LOST CERTIFICATES.  In the event  any Certificate shall have been
lost, stolen or destroyed, upon the making of  an affidavit of that fact by
the person claiming such certificate to be lost,  stolen  or destroyed, the
Exchange  Agent shall deliver to such person the certificates  representing
the SMC Common  Stock  and  the  amount of cash to which the holder of such
lost, stolen or destroyed certificate  is entitled pursuant to this Article
II.  When authorizing such payment in exchange  for  any  lost,  stolen  or
destroyed Certificate, the person to whom such certificates and cash are to
be  delivered  shall,  as  a condition precedent to such delivery, give the
Surviving  Corporation  an affidavit  of  lost  certificate  and  indemnity
agreement, indemnifying the  Surviving  Corporation against loss, or a bond
satisfactory to the Surviving Corporation  in  such sum as it may direct or
otherwise indemnify the Surviving Corporation in  a  manner satisfactory to
the Surviving Corporation against any claim that may be  made  against SMC,
SAC or the Surviving Corporation with respect to the Certificate alleged to
have been lost, stolen or destroyed.

     2.16 CLOSING  OF  COMPANY TRANSFER BOOKS.  At the Effective Time,  the
stock transfer books of  Savers  shall be closed, and no transfer of shares
of Savers Common Stock shall thereafter  be  made.  If, after the Effective
Time, Certificates are presented to the Surviving  Corporation,  they shall
be cancelled and exchanged as provided in this Article II.

     2.17 FURTHER ASSURANCES.  If at any time after the Effective  Time the
Surviving Corporation shall consider or be advised that any deeds, bills of
sale,  assignments or assurances or any other acts or things are necessary,
desirable  or  proper  (a)  to  vest,  perfect  or  confirm,  of  record or
otherwise,  in the Surviving Corporation, its right, title or interest  in,
to or under any  of  the rights, privileges, powers, franchises, properties
or assets of either of  the  Constituent  Corporations, or (b) otherwise to
carry out the purposes of this Amended and  Restated  Merger Agreement, the
Surviving  Corporation  and  its  proper  officers and directors  or  their
designees shall be authorized to execute and  deliver,  in  the name and on
behalf  of either of the Constituent Corporations in the Merger,  all  such
deeds, bills of sale, assignments and assurances and do, in the name and on
behalf of  such  Constituent  Corporations,  all such other acts and things
necessary, desirable or proper to vest, perfect or confirm its right, title
or  interest  in,  to  or  under  any  of the rights,  privileges,  powers,
franchises,  properties  or  assets  of such  Constituent  Corporation  and
otherwise to carry out the purposes of  this  Amended  and  Restated Merger
Agreement.

     2.18 CLOSING.   The closing of the transactions contemplated  by  this
Amended and Restated Merger  Agreement  (the "Closing") shall take place at
the offices of Womble Carlyle Sandridge &  Rice,  PLLC,  in  Winston-Salem,
North Carolina at 10:00 a.m. local time, on the second business  day  after
the day on which the last of the conditions set forth in ARTICLES IX, X and
XI  hereof  shall  have  been fulfilled or waived or at such other time and
place as SMC and Savers shall agree.


                            ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF SAVERS

     Savers hereby represents and warrants to SMC as follows:

     3.1  ORGANIZATION.  Savers  is a domestic stock insurance company duly
organized, validly existing and in  good  standing  under  the  laws of the
State of North Carolina and has full corporate power and authority to enter
into  this  Amended  and  Restated  Merger  Agreement  and  to  perform its
obligations  under  this Amended and Restated Merger Agreement.  Except  as
disclosed in SECTION  3.1  of  the  Disclosure  Schedule,  Savers  is  duly
licensed, qualified, or admitted to do business as an insurance company and
is  in  good  standing  in  all jurisdictions in which the failure to be so
licensed, qualified, or admitted  and  in good standing, individually or in
the aggregate with other such failures,  has  or may reasonably be expected
to have a material adverse effect on the validity or enforceability of this
Amended and Restated Merger Agreement, on the ability  of Savers to perform
its obligations under this Amended and Restated Merger Agreement, or on the
Business  or  Condition  of Savers. SECTION 3.1 of the Disclosure  Schedule
contains a true and complete list of the states in which Savers is licensed
to write life and health insurance.   Savers  has furnished to SMC true and
complete  copies  of the Articles of Incorporation  (as  certified  by  the
appropriate governmental  or  regulatory  authorities)  and  the  Bylaws of
Savers, including all amendments thereto.  Savers has made available to SMC
the  minute  books  and stock records of Savers.  Such minute books do  not
omit any material minutes  of  meetings or written resolutions of the board
of directors, committees of the  board  of  directors  or  shareholders  of
Savers.   Such  stock  records  are  accurate  and complete in all material
respects.

     3.2  AUTHORITY.  The Board of Directors of Savers has duly and validly
approved this Amended and Restated Merger Agreement  and  the  transactions
contemplated  hereby.  The shareholders of Savers must approve the  Merger.
Subject to and  upon the prior approval by the shareholders of Savers, this
Amended and Restated  Merger  Agreement  constitutes  a  legal,  valid, and
binding   obligation  of  Savers  and  is  enforceable  against  Savers  in
accordance with its terms, except to the extent that (a) enforcement may be
limited by  or  subject  to  any  bankruptcy,  insolvency,  reorganization,
moratorium,  or  similar  Laws  now or hereafter in effect relating  to  or
limiting  creditors'  rights generally  and  (b)  the  remedy  of  specific
performance and injunctive  and other forms of equitable relief are subject
to certain equitable defenses  and  to the discretion of the court or other
similar Person before which any proceeding therefor may be brought.

     3.3  CAPITAL STOCK.  The authorized  common  capital  stock  of Savers
consists  of 20,000,000 shares of common stock, no par value per share,  of
which 1,779,908   shares are issued and outstanding at the date hereof, all
of  which  shares are  validly  issued  and  outstanding,  fully  paid  and
nonassessable.   Except  as  disclosed  in  SECTION  3.3  of the Disclosure
Schedule,  there  are  no  outstanding  securities,  obligations,   rights,
subscriptions,  warrants,  options, charter or founders insurance policies,
phantom stock rights, or (except  for  this  Amended  and  Restated  Merger
Agreement)  other  Contracts of any kind that give any Person the right  to
(a) purchase or otherwise  receive or be issued any shares of capital stock
of Savers (or any interest therein)  or  any  security  or Liability of any
kind  convertible into or exchangeable for any shares of capital  stock  of
Savers  (or  any  interest  therein)  or (b) receive any benefits or rights
similar to any rights enjoyed by or accruing  to  a  holder  of  the Common
Stock,  or any rights to participate in the equity, income, or election  of
directors  or  officers  of  Savers.  There are no obligations of Savers to
repurchase, redeem or otherwise acquire any of Savers' securities.

     3.4  NO SUBSIDIARIES.  Savers  does  not  control (whether directly or
indirectly, whether through the ownership of securities  or  by Contract or
proxy,  and  whether  alone or in combination with others) any corporation,
partnership, business organization, or other similar Person.

     3.5  NO CONFLICTS  OR  VIOLATIONS.  The execution and delivery of this
Amended  and  Restated  Merger  Agreement  by  Savers  does  not,  and  the
performance by Savers of its obligations  under  this  Amended and Restated
Merger Agreement will not:

          (a)  subject to obtaining the approvals contemplated  by  SECTION
     3.5(E)  of  the  Disclosure  Schedule  hereof,  violate  any  term  or
     provisions of  any  Law  or any writ, judgment, decree, injunction, or
     similar order applicable to Savers;

          (b) conflict with or  result  in  a  violation  or  breach of, or
     constitute (with or without notice or lapse of time or both) a default
     under, any of the terms, conditions, or provisions of the  Articles of
     Incorporation or Bylaws of Savers;

          (c) result in the creation or imposition of any Lien upon  Savers
     or  any  of  its   Assets  and  Properties that individually or in the
     aggregate with any other Liens has  or  may  reasonably be expected to
     have a material adverse effect on the validity  or  enforceability  of
     this  Amended  and Restated Merger Agreement, on the ability of Savers
     to perform its obligations  under  this  Amended  and  Restated Merger
     Agreement, or on the Business or Condition of Savers or  the Surviving
     Corporation;

          (d)  conflict  with  or  result in a violation or breach  of,  or
     constitute (with or without notice or lapse of time or both) a default
     under, or give to any Person any  right  of termination, cancellation,
     acceleration, or modification in or with respect  to,  any Contract to
     which  Savers  is a party or by which any of its Assets or  Properties
     may be bound and as to which any such conflicts, violations, breaches,
     defaults, or rights  individually  or  in  the  aggregate  have or may
     reasonably  be  expected  to  have  a  material adverse effect on  the
     validity  or  enforceability  of  this  Amended  and  Restated  Merger
     Agreement, on the ability of Savers to perform  its  obligations under
     this  Amended  and Restated Merger Agreement, or on  the  Business  or
     Condition of Savers or the Surviving Corporation; or

          (e) require Savers to obtain any consent, approval, or action of,
     or make any filing  with or give any notice to, any Person except: (i)
     as  disclosed  in  SECTION  3.5(E)  of  the  Disclosure  Schedule;  or
     (ii) those which the  failure to obtain, make, or give individually or
     in the aggregate with any other such failures has or may reasonably be
     expected  to  have no material  adverse  effect  on  the  validity  or
     enforceability  of  this Amended and Restated Merger Agreement, on the
     ability of Savers to  perform  its  obligations under this Amended and
     Restated Merger Agreement, or on the  Business  or Condition of Savers
     or the Surviving Corporation.

     3.6  BOOKS  AND RECORDS.  Except as disclosed in SECTION  3.6  of  the
Disclosure Schedule,  the  minute books and other similar records of Savers
contain a true and complete  record,  in  all  material  respects,  of  all
actions  taken  at  all  meetings  and  by  all written consents in lieu of
meetings  of  the  stockholders,  Board of Directors,  and  each  committee
thereof of Savers.  The Books and Records  of  Savers accurately reflect in
all material respects the Business or Condition  of  Savers,  and have been
maintained  in  all material respects in accordance with good business  and
bookkeeping practices.

     3.7  SAP STATEMENTS.   Savers has previously delivered to SMC true and
complete copies of the Annual  Statements,  and audited SAP basis financial
statements of Savers for each of the years ended  December  31, 1993, 1994,
1995 and 1996, and unaudited SAP basis financial statements of  Savers  for
the  nine  months ended September 30, 1997 (and the notes relating thereto,
whether or not  included  therein).   Except as disclosed in SECTION 3.7 of
the Disclosure Schedule, each such SAP  Statement  complied in all material
respects  with  all  applicable  Laws  when  so  filed,  and  all  material
deficiencies  known to Savers with respect to any such SAP  Statement  have
been cured or corrected.   Each  such SAP Statement (and the notes relating
thereto, whether or not included therein),  including,  without limitation,
each  balance sheet and each of the statements of operations,  capital  and
surplus  account,  and cash flow contained in the respective SAP Statement,
was prepared in accordance  with  SAP, is true and complete in all material
respects,  and  fairly presents the financial  condition,  the  Assets  and
Properties, and the  Liabilities  of  Savers  as  of  the  respective dates
thereof  and the results of operations and changes in capital  and  surplus
and in cash  flow  of  Savers for and during the respective periods covered
thereby.

     3.8  GAAP STATEMENTS.  SECTION 3.8 of the Disclosure Schedule contains
(i) the audited balance  sheets  of  Savers  as of December 31, 1993, 1994,
1995  and 1996 and the related statements of income,  stockholders'  equity
and cash  flows  for  the  years  then ended, together with the appropriate
notes to such financial statements, and (ii) the unaudited balance sheet of
Savers as of September 30, 1997, 1996  and  1995 and the related statements
of income and cash flows for the nine months  then  ended.   Except  as set
forth  therein  or in the notes thereto, such balance sheets and statements
of income and cash  flows,  have been prepared in conformity with generally
accepted accounting principles  consistently  applied  except  as otherwise
noted,  and such balance sheets and related statements of income  and  cash
flows present  fairly  the  financial position and results of operations of
Savers as of their respective  dates and for the respective periods covered
thereby.

     3.9  REGISTRATION  STATEMENT   AND   PROXY  STATEMENT.   None  of  the
information  supplied  or  to  be  supplied  by  Savers  for  inclusion  or
incorporation  by  reference  in the Registration Statement  or  the  proxy
statement (together with any amendments  or supplements thereto, the "Proxy
Statement") relating to the Stockholders Meetings  will  (i) in the case of
the  Registration Statement, at the time it becomes effective  and  at  the
Effective  Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the  statements  therein  not misleading or (ii) in the case of the
Proxy Statement, at the time of the  mailing  of the Proxy Statement and at
the time of each Stockholder Meeting, contain any  untrue  statement  of  a
material  fact  or  omit  to  state any material fact required to be stated
therein or necessary in order to  make the statements therein, in the light
of the circumstances under which they  are made, not misleading.  If at any
time prior to the Effective Time any event  with  respect  to Savers or its
officers and directors should occur which is required to be described in an
amendment  of, or a supplement to, the Proxy Statement or the  Registration
Statement, such  event  shall  be  so  described,  and  such  amendment  or
supplement  shall  be  promptly filed with the SEC and, as required by law,
disseminated to the stockholders  of Savers and/or SMC as appropriate.  The
Registration Statement will comply  (with  respect to Savers) as to form in
all material respects with the provisions of  the  Securities  Act, and the
Proxy  Statement  will  (with respect to Savers) comply as to form  in  all
material respects with the requirements of the Exchange Act.

     3.10 AVAILABILITY OF  ASSETS.   Except as set forth in SECTION 3.10 of
the Disclosure Schedule, Savers owns all of the assets used in its Business
(including, but not limited to, all books,  records, computers and computer
programs  and data processing systems) and all  such  assets  are  in  good
condition (subject  to  normal wear and tear) and serviceable condition and
are suitable for the uses for which intended.

     3.11 NO  OTHER  FINANCIAL   STATEMENTS.    Except  for  the  financial
statements  described  in  SECTION 3.7 and SECTION 3.8  (collectively,  the
"Financial  Statements"), since  September  30,  1997  no  other  financial
statements have  been  prepared  by or with respect to Savers (whether on a
GAAP, SAP, or other basis).

     3.12 RESERVES.  All reserves and other similar amounts with respect to
insurance and annuities as established  or  reflected in the SAP Statements
of  Savers dated as of September 30, 1997 (including,  without  limitation,
the reserves  and amounts reflected respectively on lines 1 through 11.3 of
page 3 of the September  30,  1997 Quarterly Statement), were determined in
accordance  with  generally  accepted  actuarial  principles  that  are  in
accordance with those called for by the provisions of the related insurance
and  annuity Contracts and in the  related  reinsurance,  coinsurance,  and
other  similar  Contracts  of  Savers,  and  meet  the  requirements of the
insurance  Laws  of the State of North Carolina and states  in  which  such
insurance  and annuity  Contracts  were  issued  or  delivered.   All  such
reserves and  other  similar  amounts  will  be  adequate  (under generally
accepted  actuarial  principles  consistently applied) to cover  the  total
amount  of  all  reasonably anticipated  matured  and  unmatured  benefits,
dividends, claims,  and other Liabilities of Savers under all insurance and
annuity Contracts under  which  Savers  has  or  will  have  any  Liability
(including, without limitation, any Liability arising under or as a  result
of  any  reinsurance,  coinsurance,  or  other  similar  Contract)  on  the
respective  dates  of such SAP Statements.  Savers owns assets that qualify
as legal reserve assets  under  applicable  insurance  Laws in an amount at
least equal to all such required reserves and other similar amounts.

     3.13 ABSENCE OF CHANGES.  Except as disclosed in SECTION  3.13  of the
Disclosure Schedule or as specifically reflected in the September 30,  1997
SAP  Statement,  or  except  for  changes  or  developments relating to the
conduct  of  the  Business of Savers after the date  of  this  Amended  and
Restated Merger Agreement  in  conformity  with  this  Amended and Restated
Merger Agreement, since December 31, 1996, there has not been, occurred, or
arisen  any  change  in,  or  any  event (including without limitation  any
damage,  destruction,  or  loss  whether  or  not  covered  by  insurance),
condition, or state of facts of any  character  that individually or in the
aggregate  has  or may reasonably be expected to have  a  material  adverse
effect on the Business  or  Condition  of  Savers.   Except as disclosed in
SECTION  3.13  of  the  Disclosure  Schedule  (with  paragraph   references
corresponding  to  those  set  forth  below),  or  except  as  specifically
reflected  in  the  September  30, 1997 SAP Statement,  since December  31,
1996, Savers has operated only in  the  ordinary  course  of  business  and
consistent  with past practice, and (without limiting the generality of the
foregoing) there has not been, occurred, or arisen:

          (a) any declaration, setting aside, or payment of any dividend or
     other distribution  in  respect  of the capital stock of Savers or any
     direct  or  indirect redemption, purchase,  or  other  acquisition  by
     Savers of any such stock or of any interest in or right to acquire any
     such stock;

          (b) any employment, deferred compensation, or other salary, wage,
     or compensation  Contract  entered  into between Savers and any of its
     officers,  directors,  employees,  agents,   consultants,  or  similar
     representatives,  except  for  normal  and  customary  Contracts  with
     officers, employees, agents and consultants in  the ordinary course of
     business and consistent with past practices; or any  increase  in  the
     salary,  wages,  or other compensation of any kind, whether current or
     deferred, of any officer,  director,  employee,  agent, consultant, or
     other  similar representative of Savers other than  routine  increases
     that were  made in the ordinary course of business and consistent with
     past  practices;   or   any  creation  of  any  Benefit  Plan  or  any
     contribution to or amendment or modification of any Benefit Plan;

          (c)  any  issuance,  sale,   or  disposition  by  Savers  of  any
     debenture, note, stock, or other security  issued  by  Savers,  or any
     modification   or  amendment  of  any  right  of  the  holder  of  any
     outstanding debenture,  note,  stock,  or  other  security  issued  by
     Savers;

          (d) any Lien created on or in any of the Assets and Properties of
     Savers,  or  assumed  by Savers with respect to any of such Assets and
     Properties, which Lien  relates  to Liabilities individually or in the
     aggregate exceeding $25,000 for Savers  or  which Lien individually or
     in  the  aggregate  with  any  other Liens has or  may  reasonably  be
     expected  to  have  a  material adverse  effect  on  the  Business  or
     Condition of Savers or the Surviving Corporation;

          (e) any prepayment  of  any  Liabilities  individually  or in the
     aggregate exceeding $10,000;

          (f) any Liability involving the borrowing of money by Savers;

          (g)  any  Liability  incurred by Savers in any transaction (other
     than pursuant to any insurance or annuity Contract entered into in the
     ordinary course of business  and  consistent  with  past practice) not
     involving the borrowing of money;

          (h) any damage, destruction, or loss (whether or  not  covered by
     insurance) affecting any of the Assets and Properties of Savers, which
     damage,  destruction,  or  loss  individually  exceeds $25,000 or  the
     result of which individually or in the aggregate has or may reasonably
     be  expected  to  have a material adverse effect on  the  Business  or
     Condition of Savers or the Surviving Corporation;

          (i) any work stoppage,  strike, slowdown, other labor difficulty,
     or (to the best knowledge of Savers) union organizational campaign (in
     process or threatened) at or affecting Savers;

          (j)  any  material  change  in   any   underwriting,   actuarial,
     investment,  financial  reporting, or accounting practices or policies
     followed by Savers, or in  any  assumption underlying such a practices
     or  policies,  or  in  any  method  of   calculating   any  bad  debt,
     contingency, or other reserve for financial reporting purposes  or for
     any other accounting purposes;

          (k) any payment, discharge, or satisfaction by Savers of any Lien
     or  Liability  other  than  Liens  or  Liabilities  that   were  paid,
     discharged,  or  satisfied  since  December  31,  1996 in the ordinary
     course of business and consistent with past practice,  or   were paid,
     discharged,  or  satisfied as required under this Amended and Restated
     Merger Agreement;

          (l) any cancellation of any Liability owed to Savers by any other
     Person;

          (m)   any write-off  or  write-down  of,  or any determination to
     write off or down any of, the Assets and Properties  of  Savers or any
     portion  thereof,  except  for write-offs or write-downs that  do  not
     exceed $10,000 individually or in the aggregate for Savers;

          (n) any sale, transfer,  or conveyance of any investments, or any
     other Assets and Properties, of  Savers  with an individual book value
     or  with  an  aggregate book value in excess  of  $10,000,  except  as
     contemplated in  SECTION  6.3,  and  except  in the ordinary course of
     business and consistent with past practices;

          (o) any amendment, termination, waiver, disposal, or lapse of, or
     other  failure  to preserve, any license, permit,  or  other  form  of
     authorization of  Savers,  the  result of which individually or in the
     aggregate has or may reasonably be expected to have a material adverse
     effect  on  the  Business or Condition  of  Savers  or  the  Surviving
     Corporation;

          (p) any transaction or arrangement under which Savers paid, lent,
     or advanced any amount  to  or in respect of, or sold, transferred, or
     leased any of its Assets and  Properties  or  any  service to, (i) any
     employee,  officer,  director  or  shareholder of Savers  (except  for
     payments of salaries and wages in the  ordinary course of business and
     consistent with past practice, and except  for  payments made pursuant
     to any Contract disclosed in SECTION 3.13(B) or SECTION 3.22(A) of the
     Disclosure Schedule), or of any Affiliate of Savers,  or  of  any such
     employee, officer, director or shareholder; (ii) any business or other
     Person  in  which  Savers,  any  such  employee,  officer, director or
     shareholder, or any such Affiliate has any material  interest,  except
     for  advances made to, or reimbursements of, officers or directors  of
     Savers for travel and other business expenses in reasonable amounts in
     the ordinary  course of business and consistent with past practice; or
     any Affiliate of Savers pursuant to any Contract of the type described
     in SECTION 3.22(G);

          (q) any material  amendment  of, or any failure to perform all of
     its obligations under, or any default  under,  or  any  waiver  of any
     right  under,  or any termination (other than on the stated expiration
     date) of, any Contract  that  involves or reasonably would involve the
     annual expenditure or receipt by  Savers  of more than $25,000 or that
     individually  or  in  the aggregate is material  to  the  Business  or
     Condition of Savers or the Surviving Corporation;

          (r) any decrease in  the amount of, or any material change in the
     nature of, the insurance or  annuities  in  force  of  Savers  or  any
     material  change  in the amount or nature of the reserves, liabilities
     or other similar amounts  of  Savers  with  respect  to  insurance and
     annuity Contracts (including, without limitation, reserves  and  other
     similar  amounts  of  a  type required to be reflected respectively on
     lines 1 through 11.3 on page 3 of an Annual Statement of Savers);

          (s) any amendment to  the  Articles of Incorporation or Bylaws of
     Savers;

          (t) any termination, amendment,  or  execution  by  Savers of any
     reinsurance,  coinsurance,  or  other  similar Contract, as ceding  or
     assuming insurer;

          (u)  any  expenditure or commitment for  additions  to  property,
     plant, equipment  or  other  tangible  or intangible capital assets of
     Savers, except for any expenditure or commitment  that does not exceed
     $10,000  individually or the result of which individually  or  in  the
     aggregate  does  not have and may not reasonably be expected to have a
     material adverse effect  on the Business or Condition of Savers or the
     Surviving Corporation;

          (v) any amendment or  introduction  by Savers of any insurance or
     annuity Contract other than in the ordinary  course  of  business  and
     consistent with past practice; or

          (w)  any  Contract  to  take any of the actions described in this
     Section other than actions expressly permitted under this Section.

     3.14 NO UNDISCLOSED LIABILITIES.   Except  to  the extent specifically
reflected  in  the  balance sheet included in the September  30,  1997  SAP
Statement (or in the  notes  relating  thereto),  or except as disclosed in
SECTION 3.14 of the Disclosure Schedule, there were  no  Liabilities (other
than policyholder benefits payable in the ordinary course  of  business and
consistent  with past practices) against, relating to, or affecting  Savers
as of September  30, 1997 that individually or in the aggregate have or may
reasonably be expected to have a material adverse effect on the Business or
Condition of Savers  or  the  Surviving  Corporation.  Except to the extent
specifically reflected in the balance sheet  included  in the September 30,
1997  SAP  Statement  (or  in  the  notes relating thereto), or  except  as
disclosed in SECTION 3.14 of the Disclosure  Schedule,  since September 30,
1997,  Savers  has  not  incurred any Liabilities (other than  policyholder
benefits payable in the ordinary  course  of  business  and consistent with
past practice) that individually or in the aggregate have or may reasonably
be expected to have a material adverse effect on the Business  or Condition
of Savers or the Surviving Corporation.

     3.15 TAXES.   Except  as  disclosed  in SECTION 3.15 of the Disclosure
Schedule  (with  paragraph  references corresponding  to  those  set  forth
below):

          (a) All Tax Returns  required  to be filed with respect to Savers
     have been duly and timely filed, and all such Tax Returns are true and
     complete in all material respects.  Savers   has  duly and timely paid
     all Taxes that are due, or claimed or asserted by any taxing authority
     to be due, from Savers for the periods covered by such  Tax Returns or
     has  duly  provided  for  all  such Taxes in the Books and Records  of
     Savers  and  in  accordance  with GAAP  and  SAP,  including,  without
     limitation,  in the Financial Statements.  There  are  no  Liens  with
     respect to Taxes  (except  for Liens with respect to real and personal
     property Taxes not yet due)  upon  any of the Assets and Properties of
     Savers.

          (b) With respect to any period for which Tax Returns have not yet
     been filed, or for which Taxes are not  yet  due or owing, Savers have
     made due and sufficient current accruals for such  Taxes  in its Books
     and  Records  and  in  accordance  with SAP and GAAP, and such current
     accruals through the Closing Date are  duly  and fully provided for in
     the SAP and GAAP Financial  Statements of Savers  for  the period then
     ended.

          (c) The United States federal income Tax Returns of Savers and of
     each affiliated group (within the meaning of the Code) of which Savers
     is or has been a member have not been audited or examined  by the IRS,
     and  the statute of limitations for all periods through the year  1989
     has expired.   The  state,  local,  and  foreign income Tax Returns of
     Savers  have  not  been  audited  or examined,  and  all  statutes  of
     limitation  for  all  applicable state,  local,  and  foreign  taxable
     periods through the respective  years  specified in SECTION 3.15(C) of
     the  Disclosure  Schedule  have  expired.  There  are  no  outstanding
     agreements, waivers, or arrangements extending the statutory period of
     limitation  applicable  to  any  claim  for,  or the  period  for  the
     collection  or assessment of, Taxes due from Savers  for  any  taxable
     period.  Savers  has  previously  delivered  to  SMC true and complete
     copies  of  each  of   the  United States federal, state,  local,  and
     foreign income Tax Returns, for  each of the last three taxable years,
     filed  by Savers (insofar as such returns  relate  to  either  Savers)
     filed by any affiliated or consolidated group of which Savers was then
     a member.

          (d)  No  audit  or other proceeding by any court, governmental or
     regulatory  authority,  or  similar  Person  is  pending  or  (to  the
     knowledge of  Savers)  threatened  with  respect to any Taxes due from
     Savers or any Tax Return filed by or relating  to Savers.  To the best
     knowledge of Savers, no assessment of Tax is proposed  against  Savers
     or any of its Assets and Properties.

          (e)  No  election  under any of Sections 108, 168, 338, 441, 463,
     472, 1017, 1033, or 4977  of  the Code (or any predecessor provisions)
     has been made or filed by or with  respect  to  Savers  or  any of its
     Assets   and   Properties.    No   consent   to   the  application  of
     Section 341(f)(2) of the Code (or any predecessor provision)  has been
     made  or  filed by or with respect to Savers or any of its Assets  and
     Properties.   None  of the Assets and Properties of Savers is an asset
     or property that SMC  or  any of its Affiliates is or will be required
     to  treat  as  being   owned by  any  other  Person  pursuant  to  the
     provisions of Section 168(f)(8)  of the Internal Revenue Code of 1954,
     as amended and in effect immediately  before  the enactment of the Tax
     Reform Act of 1986, or  tax-exempt use property  within the meaning of
     Section  168(h)(1)  of  the  Code.  No closing agreement  pursuant  to
     Section 7121 of the Code (or any predecessor provision) or any similar
     provision of any state, local, or foreign Law has been entered into by
     or with respect to Savers or any of its Assets and Properties.

          (f)  Savers  has not agreed  to  nor  is  required  to  make  any
     adjustment pursuant  to Section 481(a) of the Code (or any predecessor
     provision) by reason of any change in any accounting method of Savers,
     and Savers does not have  any  application  pending  with  any  taxing
     authority  requesting  permission  for  any  changes in any accounting
     method of Savers.  To the best knowledge of Savers,  the  IRS  has not
     proposed any such adjustment or change in accounting method.

          (g)  Savers  has  not been or is in violation (or with notice  or
     lapse of time or both, would  be  in  violation) of any applicable Law
     relating to the payment or withholding  of Taxes.  Savers has duly and
     timely withheld from employee salaries, wages,  and other compensation
     and  paid  over  to  the  appropriate taxing authorities  all  amounts
     required to be so withheld  and  paid  over  for all periods under all
     applicable Laws.

          (h)  Savers  is  not  a party to, is not bound  by,  and  has  no
     obligation  under,  any  Tax sharing  Contract  or  similar  Contract;
     notwithstanding any disclosure  contained  in the Disclosure Schedule,
     Savers represents and warrants that, at the  Closing, Savers shall not
     be  a  party  to, be bound by or have any obligation  under,  any  Tax
     sharing Contract  or similar Contract or arrangement.  Savers is not a
     foreign person within the meaning of Section 1445(f)(3) of the Code.

          (i)  Savers  has   not  made  any  direct,  indirect,  or  deemed
     distributions that have been  or  could  be taxed under Section 815 of
     the Code.

          (j) All ceding commission expenses paid  or  accrued by Savers in
     connection with any reinsurance arrangement or Contract or transaction
     have  been capitalized and amortized over the life or  lives  of  such
     reinsurance arrangement or Contract in accordance with the decision of
     the United  States  Supreme  Court in COLONIAL AMERICAN LIFE INSURANCE
     COMPANY V. COMMISSIONER OF INTERNAL REVENUE, 109 S.Ct. 240 (1980).

          (k) No material Liabilities have been proposed in connection with
     any audit or other proceeding by any court, governmental or regulatory
     authority, or similar Person with respect to any Taxes due from Savers
     or any Tax Return filed by or relating to Savers.

          (l) Savers is a not party  to  any  agreement,  contract, plan or
     arrangement that has resulted, or would result, separately  or  in the
     aggregate,  in  the  payment of any "excess parachute payments" within
     the meaning of Section 280G of the Code.

     3.16 LITIGATION.   Except   as   disclosed  in  SECTION  3.16  of  the
Disclosure Schedule (with paragraph references  corresponding  to those set
forth below):

          (a)  There  are no actions, suits, investigations, or proceedings
     pending, or (to the  best  knowledge of Savers) threatened, against or
     affecting Savers or any of its  Assets  and  Properties,  at law or in
     equity,  in,  before,  or  by  any Person that individually or in  the
     aggregate  have or may reasonably  be  expected  to  have  a  material
     adverse effect  on  the validity or enforceability of this Amended and
     Restated Merger Agreement,  on  the  ability  of Savers to perform its
     obligations under this Amended and Restated Merger  Agreement,  or  on
     the Business or Condition of Savers or the Surviving Corporation.

          (b)  There  are no actions, suits, investigations, or proceedings
     pending, or (to the  best  knowledge  of  Savers)  threatened, against
     Savers or any of its Assets and Properties, at law or  in  equity, in,
     before,  or by any Person that individually involve a claim or  claims
     for any injunction  or similar relief or for Damages exceeding $25,000
     or an unspecified amount of Damages.

          (c) There are no  writs, judgments, decrees, or similar orders of
     any Person outstanding against Savers that individually exceed $10,000
     or that individually or  in  the  aggregate  have or may reasonably be
     expected  to  have  a  material  adverse  effect on  the  Business  or
     Condition of Savers, and there are no injunctions or similar orders of
     any Person outstanding against Savers or the Surviving Corporation.

     3.17 COMPLIANCE WITH LAWS.  To the best knowledge of Savers and except
as  disclosed in SECTION 3.17 of the Disclosure Schedule,  Savers  has  not
been and is not in violation (or with or without notice or lapse of time or
both,  would  be  in  violation) of any term or provision of any Law or any
writ, judgment, decree,  injunction,  or similar order applicable to Savers
or  any  of  its  Assets  and Properties, the  result  of  which  violation
individually or violations  in  the  aggregate  has  or  may  reasonably be
expected to have a material adverse effect on the Business or Condition  of
Savers or the Surviving Corporation. Without limiting the generality of the
foregoing:

          (a)  Since  January 1, 1997, Savers has duly and validly filed or
     caused   to  be  so  filed   all   reports,   statements,   documents,
     registrations, filings, or submissions that were required by Law to be
     filed with  any  Person  and  as  to  which  the  failure  to so file,
     individually  in  the aggregate with other such failures, has  or  may
     reasonably be expected  to  have  a  material  adverse  effect  on the
     Business or Condition of Savers or the Surviving Corporation; all such
     filings  complied  with  applicable Laws in all material respects when
     filed and, no material deficiencies  have  been asserted by any Person
     with respect to any such filings.

          (b) Savers has previously delivered to SMC the reports reflecting
     the results of the most recent financial examination  of Savers issued
     by   the   North  Carolina  Department  of  Insurance.   All  material
     deficiencies or violations in such previously issued reports have been
     resolved to the satisfaction of the State of North Carolina Department
     of Insurance.

          (c) Except  as  disclosed  in  SECTION  3.17(C) of the Disclosure
     Schedule,  all  outstanding  insurance and annuity  Contracts  issued,
     reinsured, or underwritten by Savers are, to the extent required under
     applicable  Laws,  on  forms  approved  by  the  insurance  regulatory
     authority of the jurisdiction where issued or have been filed with and
     not  objected to by such authority  within  the  period  provided  for
     objection.

          (d)  (1)   SECTION  3.17(D) of the Disclosure Schedule contains a
     true and complete list of   each  master  or prototype (as well as any
     individually designed) pension, profit sharing,  defined benefit, Code
     Section  401(k),  and  other  retirement or employee benefit  plan  or
     Contract (including, but not limited  to,  simplified employee pension
     plans, Code Section 403(a), (b) and (c) annuities,  Keogh  plans,  and
     individual  retirement  accounts  and  annuities)  offered  or sold by
     Savers to, or maintained or sponsored for the benefit of any employees
     of, any other Person, and  each determination letter relating  to  the
     creation  or  amendment  of  any  such  plan  or  Contract.  Except as
     disclosed  in  SECTION 3.17(D) of the Disclosure Schedule,  each  such
     plan or Contract  in all material respects conforms with, and has been
     offered, sold, maintained,  and  sponsored  in  accordance  with,  all
     applicable  Laws.   Except  as  disclosed  in  SECTION  3.17(D) of the
     Disclosure  Schedule,  Savers is not a fiduciary with respect  to  any
     plan or Contract referenced in this SECTION 3.17(D).

               (2)   Savers  does   not  provide  administrative  or  other
     contractual  services for any plan  or  Contract  referenced  in  this
     SECTION 3.17(D),  including,  but  not  limited  to,  any  third party
     administrative services for an Employee Welfare Benefit Plan.

               (3)   To the extent that Savers maintains any collective  or
     commingled funds or accounts which restrict the Persons who may invest
     therein to tax-exempt  entities  or qualified plans, each such fund or
     account  (of  which  a  true  and complete  list  and  description  is
     disclosed in SECTION 3.17(D)(3)  of  the Disclosure Schedule) has been
     established, maintained and operated in accordance with all applicable
     Laws, has maintained its tax-exempt status  and  has  no  nonqualified
     plans or trusts or other taxable entities investing in it.

               (4)   In  addition  to  the  representations  and warranties
     contained  in  SECTION 3.16, there are no claims pending, or  (to  the
     best knowledge of  Savers)  threatened,  against  Savers or any of its
     Assets and Properties, under any fiduciary liability  insurance policy
     issued  by or to Savers that individually or in the aggregate  has  or
     may reasonably  be  expected  to have a material adverse effect on the
     Business or Condition of Savers or the Surviving Corporation.

     3.18 BENEFIT PLANS, ERISA.

          Except as disclosed in SECTION  3.18  of the Disclosure Schedule,
     Savers  has  not  had  within  the  past six (6) years  and  does  not
     currently have any Benefit Plan or any  commitment  or  obligation  to
     create any Benefit Plan.

          (a)  Neither Savers, nor any of its respective Affiliates has any
     Contract, plan,  or  commitment,  whether  legally  binding or not, to
     create any additional Benefit Plan or to modify or change any existing
     Benefit Plan.  Each contribution or other payment required  to be made
     or  to  be  voluntarily made by Savers on or before December 31,  1995
     with respect to any of the Benefit Plans has been made.

          (b) None  of  the  Benefit  Plans is or has been a multi-employer
     plan, as that term is defined in Section  3(37)  of  ERISA.  There has
     been no transaction, action, or omission involving Savers,  any  ERISA
     Affiliate,  or  (to  the  best  knowledge  of  Savers)  any fiduciary,
     trustee,  or  administrator  of any Benefit Plan, or any other  Person
     dealing with any such Benefit  Plan  or  the  related trust or funding
     vehicle,  that in any manner violates or will result  in  a  violation
     (with or without  notice  or lapse of time or both) of Sections 404 or
     406 of ERISA or constitutes or will constitute (with or without notice
     or lapse of time or both) a  prohibited  transaction  (as  defined  in
     Section  4975(c)(I)  of  the  Code  or Section 406 of ERISA) for which
     there exists neither a statutory nor  a regulatory exemption and which
     could  subject  Savers  or  any  party  in  interest  (as  defined  in
     Section  3(14)  of  ERISA)  to  criminal  or  civil   sanctions  under
     Section 501 or 502 of ERISA, or to Taxes under Code Section  4975,  or
     to any other Liability.

          (c)   There   has   been  no  reportable  event  (as  defined  in
     Section 4043(b) of ERISA) with respect to any Employee Pension Benefit
     Plan or any Employee Welfare Benefit Plan for which notice to the PBGC
     has not been waived by rule  or  regulation.   Neither Savers, nor any
     ERISA  Affiliate  has  any  Liability  to  the  PBGC (other  than  any
     Liability  for  insurance premiums not yet due to the  PBGC),  to  any
     present or former  participant  in  or beneficiary of any Benefit Plan
     (or any beneficiary of any such participant or beneficiary), or to any
     Employee Pension Benefit Plan or any  Employee  Welfare  Benefit Plan.
     No  event,  fact,  or  circumstance  has  arisen or occurred that  has
     resulted or may reasonably be expected to result in any such Liability
     or  a  claim  against  Savers by the PBGC, by any  present  or  former
     participant in or any beneficiary of any Employee Pension Benefit Plan
     or any Employee Welfare  Benefit  Plan (or any beneficiary of any such
     participant or beneficiary), or by  any  such Benefit Plan.  No filing
     has been or will be made by Savers, or any  ERISA  Affiliate,  and  no
     proceeding has been commenced, for the complete or partial termination
     of  any  Employee Pension Benefit Plan or any Employee Welfare Benefit
     Plan, and  no complete or partial termination of any such Benefit Plan
     has occurred  or,  as  a  result  of the execution or delivery of this
     Amended  and Restated Merger Agreement  or  the  consummation  of  the
     transactions contemplated hereby, will occur.

          (d) All  amounts  that  Savers is required to pay by Law or under
     the terms of the Benefit Plans  as  a contribution or other payment to
     or in respect of such Benefit Plans as  of December 31, 1996 have been
     paid.  The funding method used in connection  with  each  Benefit Plan
     that is or at any time has been subject to the funding requirements of
     Title I, Subtitle B, Part 3 of ERISA, meets the requirements  of ERISA
     and  the  Code.  No Benefit Plan subject to Title IV of ERISA (or  any
     trust  established  thereunder)  has  ever  incurred  any  accumulated
     funding deficiency (as defined in Section 302 of ERISA and Section 412
     of the Code),  whether  or  not waived, as of the last day of the most
     recent fiscal year of such Benefit  Plan.   With respect to any period
     for which any contribution or other payment to  or  in  respect of any
     Benefit  Plan  is  not  yet  due  or  owing,  Savers has made due  and
     sufficient current accruals for such contributions  and other payments
     in accordance with GAAP and SAP, and such current accruals through the
     Closing  will be duly and fully provided for in the SAP  Statement  of
     Savers for the period then ended.

          (e) Each  Benefit  Plan is and has been operated and administered
     in all material respects  in  accordance  with  all  applicable  Laws,
     including,  without  limitation,  ERISA  and  the  Code.   Each of the
     Employee Pension Benefit Plans and Employee Welfare Benefit Plans that
     is  intended  to be qualified within the meaning of Section 401(a)  of
     the Code is so  qualified  and  satisfies the requirements of Sections
     401(a) and 501(a) of the Code.  There  exists  no  fact, condition, or
     set of circumstances that has or may reasonably be expected  to have a
     material  adverse  effect  on   the  qualified  status of any Employee
     Pension Benefit Plan or any Employee Welfare Benefit  Plan intended to
     be  so  qualified  or  the intended United States federal  income  Tax
     treatment or consequences  of any Employee Pension Benefit Plan or any
     Employee Welfare Benefit Plan.   None  of  the  Benefit  Plans, or any
     related  trust  or  funding  vehicle,  conducts  or has conducted  any
     unrelated trade or business as that term is defined  in Section 513 of
     the  Code.  All necessary governmental approvals, determinations,  and
     notifications  for all Employee Pension Benefit Plans and all Employee
     Welfare Benefit Plans have been obtained.

          (f) Any actuarial  assumptions  utilized  by Savers in connection
     with determining the funding of each Employee Pension Benefit Plan (as
     set  forth  in  the  actuarial  report  for  such  Benefit  Plan)  are
     reasonable  in all material respects.  The fair market  value  of  the
     Assets or Properties  held  under  each  Employee Pension Benefit Plan
     exceeds  the  actuarially  determined present  value  of  all  accrued
     benefits of such Benefit Plan (whether or not vested) determined on an
     ongoing-Benefit Plan basis.

          (g) Except as disclosed  in  SECTION  3.18(G)  of  the Disclosure
     Schedule, and except for claims by third parties for benefits  owed to
     participants or beneficiaries under the Benefit Plans, and except  for
     divorce proceedings, there are no pending or (to the best knowledge of
     Savers)   threatened   actions,   suits,   investigations,   or  other
     proceedings by any present or former participant or beneficiary  under
     any  Benefit  Plan  (or  any  beneficiary  of  any such participant or
     beneficiary)  involving  any  Benefit Plan or any rights  or  benefits
     under any Benefit Plan or any rights  or  benefits  under  any Benefit
     Plan other than ordinary and usual claims for benefits by participants
     or  beneficiaries  thereunder.   There  is  no writ, judgment, decree,
     injunction, or similar order of any court, governmental  or regulatory
     authority, or other similar Person outstanding against or  in favor of
     any Benefit Plan or any fiduciary thereof.

          (h)  Except  as  disclosed  in  SECTION 3.18(H) of the Disclosure
     Schedule, Savers is not a party to any  employee collective bargaining
     agreement,  advisory  or  service  agreement,   deferred  compensation
     agreement, confidentiality agreement or covenant not to compete.

          (i)  Except  as  disclosed in SECTION 3.18(I) of  the  Disclosure
     Schedule, Savers does not have any stock option, stock purchase, bonus
     or other incentive plan or agreement.

          (j) SECTION 3.18(J)  of  the  Disclosure Schedule contains: (i) a
     list of all employees of Savers as of  September  30,  1997 whose then
     current  annual compensation was in excess of $50,000; (ii)  the  then
     current annual  compensation  of,  and  a  description  of  the fringe
     benefits (other than those generally available to employees of Savers)
     provided by Savers to any such employees; (iii) a list of all  present
     or  former  employees  of Savers paid in excess of $50,000 in calendar
     year 1996 who have terminated  or  given  notice of their intention to
     terminate their relationship with Savers since January 1, 1997; (iv) a
     list of any increase, effective after December  31,  1996, in the rate
     of compensation of any employees if such increase exceeds  10%  of the
     previous  annual  salary  of  such  employee;  and  (v)  a list of all
     substantial  changes in job assignments of, or arrangements  with,  or
     promotions or  appointments of, any employees whose compensation as of
     December 31, 1996 was in excess of $50,000 per annum.

     3.19 EMPLOYEE RELATIONS.   Except  as set forth in SECTION 3.19 of the
Disclosure Schedule, Savers has complied  in  respect  of the Business with
all applicable laws, rules and regulations which relate  to  prices, wages,
hours, discrimination in employment and collective bargaining  and  to  the
operation  of  the  Business of Savers and is not liable for any arrears of
wages or any taxes or  penalties  for  failure  to  comply  with any of the
foregoing.   Savers  believes  that  its  relations with the employees  are
satisfactory.   Savers  is  not  a party to, and  is  not  affected  by  or
threatened with, any dispute or controversy with a union or with respect to
unionization or collective bargaining.   Savers  is not materially affected
by any dispute or controversy with a union or with  respect to unionization
or collective bargaining involving any supplier or customer of Savers.

     3.20 PROPERTIES.    Except  as  disclosed  in  SECTION   3.20  of  the
Disclosure Schedule (with paragraph references corresponding to  those  set
forth below):

          (a)  Savers  has  good  and valid title to all debentures, notes,
     stocks, securities, and other assets that are of a type required to be
     disclosed in Schedules B through  DB  of its Annual Statement and that
     are owned by it, free and clear of all Liens.

          (b) Savers owns good and indefeasible  title  to,  or has a valid
     leasehold  interest in, all real property used in the conduct  of  its
     business, operations, or affairs or of a type required to be disclosed
     in Schedule  A  of  Savers'   Annual  Statement, free and clear of all
     Liens.  All  such  real property, other than  raw  land,  is  in  good
     operating condition  and  repair and is suitable for its current uses.
     No improvement on any such  real  property  owned,  leased, or held by
     Savers encroaches upon any real property of any other  Person.  Savers
     owns,  leases,  or  has  a valid right under Contract to use  adequate
     means of ingress and egress to, from, and over all such real property.
     SECTION  3.20(B)  of  the  Disclosure   Schedule    contains  a  brief
     description of (i) each parcel of real property owned  by  Savers (the
     "Owned  Real  Property")  (showing  the  record  title  holder,  legal
     description,  permanent index number, location, improvements, the uses
     being made thereof and any indebtedness secured by a mortgage or other
     Lien thereon) and  (ii) each option held by Savers to acquire any real
     property.  Complete  and correct copies of any title opinions, surveys
     and appraisals Savers'  possession  or any policies of title insurance
     currently in force and in the possession  of  Savers  with  respect to
     each such parcel have heretofore been delivered to SMC.

          (c)  Savers  owns good and indefeasible title to, or has a  valid
     leasehold interest  in or has a valid right under Contract to use, all
     tangible  personal property  that  is  used  in  the  conduct  of  its
     business, operations,  or  affairs,  free and clear of all Liens.  All
     such tangible personal property is in  good  operating  condition  and
     repair and is suitable for its current uses.

          (d) Savers has, and at all times after the Closing will have, the
     right  to  use,  free  and  clear  of  any  royalty  or  other payment
     obligations, claims of infringement or alleged infringement,  or other
     Liens,   all  marks, names, trademarks, service marks, patents, patent
     rights, assumed  names, logos, trade secrets, copyrights, trade names,
     and service marks  that  are  used  in  the  conduct  of its business,
     operations,  or  affairs  (of  which  a  true  and  complete list  and
     description   is  disclosed  in  SECTION  3.20(D)  of  the  Disclosure
     Schedule), and   all  computer software, programs, and similar systems
     owned by or licensed to  Savers, or any Affiliate of Savers or used in
     the conduct of its business,  operations,  or affairs (of which a true
     and complete list and description is disclosed  in  SECTION 3.20(D) of
     the  Disclosure  Schedule).   Savers  is not in conflict  with  or  in
     violation or infringement of, and Savers  has  not received any notice
     of any conflict with or violation or infringement  of  or  any claimed
     conflict with, any asserted rights of any other Person with respect to
     any  intellectual  property  or  any  computer software, programs,  or
     similar  systems, including, without limitation,  any  of  such  items
     disclosed in SECTION 3.20(D) of the Disclosure Schedule.

     3.21 ENVIRONMENTAL  MATTERS.   Except  as set forth in SECTION 3.21 of
the Disclosure Schedule:

          (a)  The  operations  of  Savers  comply   with   all  applicable
     Environmental Laws.

          (b)  Savers  has  obtained  all environmental, health and  safety
     Governmental  Permits  necessary  for  its  operation,  and  all  such
     Governmental Permits are in good standing  and Savers is in compliance
     with all terms and conditions of such permits.

          (c) None of Savers nor any of its Property  or operations, or its
     past Property or operations, is subject to any on-going  investigation
     by,   order  from  or  agreement  with  any  Person(including  without
     limitation any prior owner or operator of Property) respecting (i) any
     Environmental  Law,  (ii)  any  Remedial  Action or (iii) any claim of
     Losses and Expenses arising from the Release  or threatened Release of
     a Contaminant into the environment.

          (d)  Savers  is  not  subject to any judicial  or  administrative
     proceeding,  order,  judgment,   decree   or  settlement  alleging  or
     addressing a violation of or liability under any Environmental Law.

          (e) Savers has not with respect to the Business of Savers:

               (i)  reported a Release of a hazardous substance pursuant to
          Section 103(a) of CERCLA, or any state equivalent;

               (ii)  filed a notice pursuant to Section 103(c) of CERCLA;

               (iii)   filed  notice  pursuant  to Section  3010  of  RCRA,
          indicating the generation of any hazardous waste, as that term is
          defined under 40 CFR Part 261 or any state equivalent; or

               (iv)   filed  any notice under any applicable  Environmental
          Law  reporting  a  substantial   violation   of   any  applicable
          Environmental Law.

          (f)  There  is not now, nor to the best knowledge of  Savers  has
     there ever been, on or in any of its Property:

               (i)  any  treatment,  recycling,  storage or disposal of any
          hazardous waste, as that term is defined under 40 CFR Part 261 or
          any  state equivalent, that requires or required  a  Governmental
          Permit pursuant to Section 3005 of RCRA; or

               (ii)  any underground storage tank or surface impoundment or
          landfill or waste pile.

          (g)  There  is  not  now  on  or  in  any  of  its  Property  any
     polychlorinated  biphenyls  (PCB)  used  in  pigments, hydraulic oils,
     electrical transformers or other equipment.

          (h) Savers has not received any notice or  claim  to  the  effect
     that  it  is or may be liable to any Person as a result of the Release
     or threatened Release of a Contaminant.

          (i) No  Environmental Encumbrance has attached to any Property of
     Savers.

          (j) Any asbestos-containing  material  which is on or part of any
     Property  of  Savers  is  in  good  repair according  to  the  current
     standards and practices governing such  material,  and its presence or
     condition does not violate any currently applicable Environmental Law.

     3.22 CONTRACTS.   SECTION  3.22  of  the  Disclosure  Schedule   (with
paragraph  references  corresponding  to  those set forth below) contains a
true  and  complete  list  of  each  of the following  Contracts  or  other
documents or arrangements (true and complete  copies,  or, if none, written
descriptions, of which have been made available to SMC,  together  with all
amendments  thereto),  to  which  Savers  is a party or by which any of its
Assets and Properties is or may be bound:

          (a)  all  employment,  agency,  consultation,  or  representation
     Contracts  or  other  Contracts  of  any  type   (including,   without
     limitation,  loans  or  advances)  with any present officer, director,
     employee, agent, consultant, or other similar representative of Savers
     (or former officer, director, employee,  agent,  consultant or similar
     representative  of  Savers,  if  there  exists any present  or  future
     liability  with  respect to such Contract,  whether  now  existing  or
     contingent)  (other   than  Contracts  with  consultants  and  similar
     representatives who do not receive compensation of $25,000 or more per
     year and other than employment  or  agency  Contracts,  not containing
     terms which are unduly burdensome to Savers, with agents  who  do  not
     receive  compensation  of  $25,000  or  more  per year), and the name,
     position,  and  rate  of  compensation  of each such  Person  and  the
     expiration date of each such Contract, as  well  as  all  sick  leave,
     vacation,  holiday,  and  other  similar  practices,  procedures,  and
     policies  of  Savers established or administered other than as Benefit
     Plans;

          (b) all Contracts  with  any  Person  containing any provision or
     covenant  limiting  the ability of Savers to engage  in  any  line  of
     business or to compete with or to obtain products or services from any
     Person or limiting the  ability  of  any  Person to compete with or to
     provide products or services to Savers;

          (c) all partnership, joint venture, profit-sharing,  alliance  or
     similar Contracts with any Person (other than Benefit Plans);

          (d) all Contracts relating to the borrowing of money by Savers or
     to  the  direct  or indirect guarantee by Savers of any obligation for
     borrowed money in excess of $25,000 in the aggregate for Savers or any
     of its Affiliates,  or  any other Liability in respect of indebtedness
     of  any  other  Person,  including  without  limitation  any  Contract
     relating to  the maintenance  of  compensating  balances  that are not
     terminable  by  Savers  without penalty upon not more than sixty  (60)
     calendar days' notice,  any  line  of credit or similar facility,  the
     payment for property, products, or services  of  any other Person even
     if  such property, products, or services are not conveyed,  delivered,
     or rendered, or  the obligation to take-or-pay, keep-well, make-whole,
     or maintain  surplus  or  earnings  levels  or perform other financial
     ratios  or  requirements; SECTION 3.22(D) of the  Disclosure  Schedule
     contains a true  and complete list of any requirements for consents or
     approvals  of  creditors   needed   to   consummate  the  transactions
     contemplated hereby;

          (e)  all  leases or subleases of real property  used  in  Savers'
     business, operations,  or affairs, and all other leases, subleases, or
     rental or use Contracts for which Savers is liable;

          (f)  all  Contracts  relating   to   the  future  disposition  or
     acquisition of any investment in or security  of  any Person or of any
     interest  in  any business enterprise (other than the  disposition  or
     acquisition of  investments  in  the  ordinary  course of business and
     consistent with past practice);

          (g) all Contracts or arrangements (including, without limitation,
     those  relating  to the sharing or allocation of expenses,  personnel,
     services, or facilities)  between  or  among  Savers  and  any  of its
     Affiliates or any other Person who is described in SECTION 4.13(P);

          (h)  all  reinsurance,  coinsurance,  or  other similar Contracts
     indicating,  with  respect  to  each  such Contract,  the  information
     required to be disclosed in Schedule S of Savers' Annual Statement;

          (i)  all  outstanding proxies, powers  of  attorney,  or  similar
     delegations of authority  of Savers, except for powers of attorney for
     the service of process pursuant  to  applicable insurance Laws, except
     as incident to participation by Savers  in the insurance guaranty fund
     of any State wherein Savers is required or  elects  to  participate in
     such fund.

          (j) all Contracts for any product, service, equipment,  facility,
     or  similar  item  (other than insurance and annuity Contracts issued,
     reinsured, or underwritten  by  Savers  and  other  than  reinsurance,
     coinsurance,  and  other  similar  Contracts) that by their respective
     terms do not expire or terminate or  are  not  terminable  by  Savers,
     without  penalty  or  other  Liability,  within  six  (6) months after
     December 31, 1997; and

          (k)  all  other  Contracts  (other  than  insurance  and  annuity
     Contracts  issued, reinsured, or underwritten by Savers) that  involve
     the payment  or  potential  payment  pursuant  to  the  terms  of such
     Contracts, by or to Savers of more than $10,000 individually or in the
     aggregate  or that are otherwise material to the Business or Condition
     of Savers or the Surviving Corporation.

Except as set forth in SECTION 3.22 of the Disclosure Schedule, each of the
leases, contracts  and  other  agreements  listed  the  Disclosure Schedule
(collectively,  the  "Savers Agreements") constitutes a valid  and  binding
obligation of the parties  thereto  and  is  in  full  force and effect and
(except for those Savers Agreements which by their terms will expire or are
otherwise  terminated  prior to the Effective Time in accordance  with  the
provisions hereof) and will  continue  in  full  force and effect after the
Effective  Time,  in  each  case  without breaching the  terms  thereof  or
resulting in the forfeiture or impairment  of  any  rights  thereunder  and
without  the consent, approval or act of, or the making of any filing with,
any other  party.  Savers has fulfilled and performed its obligations under
each of the  Savers  Agreements, and Savers is not in, or alleged to be in,
breach or default under,  nor  is there or is there alleged to be any basis
for termination of, any of the Savers Agreements, and no other party to any
of the Savers Agreements has breached or defaulted thereunder, and no event
has occurred and no condition or  state  of  facts  exists  which, with the
passage  of time or the giving of notice or both, would constitute  such  a
default or  breach  by  Savers  or  by any such other party.  Savers is not
currently renegotiating any of the Savers  Agreements  or paying liquidated
damages in lieu of performance thereunder.  None of the  Savers  Agreements
contains  terms  unduly burdensome to Savers or is harmful to the Business.
Complete  and  correct  copies  of  each  of  the  Savers  Agreements  have
heretofore been made available to SMC.

     3.23 INSURANCE  ISSUED BY SAVERS.  Except as required by Law or except
as disclosed in SECTION  3.23  of  the  Disclosure Schedule (with paragraph
references corresponding to those set forth below):

          (a) All insurance or annuity Contract  benefits payable to Savers
     by any other Person that is a party to or bound  by  any  reinsurance,
     coinsurance,  or  other  similar  Contract  with  Savers  have in  all
     material  respects  been  paid  in  accordance  with the terms of  the
     insurance, annuity, and other Contracts under which they arose.

          (b)   No  outstanding  insurance  or  annuity  Contract   issued,
     reinsured, or  underwritten  by  Savers entitles the holder thereof or
     any other Person to receive dividends,  distributions,  or to share in
     the  income  of  Savers  or  receive any other benefits based  on  the
     revenues or earnings of Savers or any other Person.

          (c) The underwriting standards  utilized  and  ratings applied by
     Savers and (to the best knowledge of Savers) by any other  Person that
     is  a  party  to  or  bound  by any reinsurance, coinsurance, or other
     similar  Contract with Savers conform  in  all  material  respects  to
     industry accepted  practices and to the standards and ratings required
     pursuant to the terms  of  the  respective reinsurance, coinsurance or
     other similar Contracts.

          (d) To the best knowledge of  Savers  all amounts to which Savers
     is entitled under reinsurance, coinsurance, or other similar Contracts
     (including without limitation amounts based on paid and unpaid losses)
     are fully collectible.

          (e) To the best knowledge of Savers, each insurance agent, at the
     time such agent wrote, sold, or produced business for Savers, was duly
     licensed  as  an insurance agent (for the type  of  business  written,
     sold,  or  produced   by  such  insurance  agent)  in  the  particular
     jurisdiction in which such agent wrote, sold or produced such business
     for Savers.

          (f) To the best knowledge  of  Savers,  no  such  insurance agent
     violated  (or with or without notice or lapse of time or  both,  would
     have violated) any term or provision of any Law or any writ, judgment,
     decree, injunction,  or  similar order applicable to the writing, sale
     or production of business for Savers.

          (g) The tax treatment under the Code of all insurance, annuity or
     investment policies, plans,  or  contracts;  all  financial  products,
     employee  benefit  plans, individual retirement accounts or annuities;
     or any similar or related  policy, contract, plan, or product, whether
     individual, group, or otherwise,  issued  or  sold by Savers is and at
     all times has been the same or more favorable to  Savers, policyholder
     or intended beneficiaries thereof as the tax treatment  under the Code
     for which such contracts qualified or purported to qualify at the time
     of  its  issuance or purchase.  For purposes of this SECTION  3.23(G),
     the provisions  of  the  Code  relating  to  the tax treatment of such
     contracts shall include, but not be limited to,  Sections  72, 79, 89,
     101, 104, 105, 106, 125, 130, 401, 402, 403, 404, 408, 412,  415, 419,
     419A, 501, 505, 817, 818, 7702, and 7702A of the Code.

          (h)  There  are  no  reinsurance,  coinsurance  or  other similar
     Contracts under which Savers receives or has received surplus relief.

     3.24 THREATS OF CANCELLATION.  Except as disclosed in SECTION  3.24 of
the Disclosure Schedule, since December 31, 1996, no policyholder, group of
policyholder   Affiliates,   or  Persons  writing,  selling,  or  producing
insurance business that individually or in the aggregate accounted for five
percent 5% or more of the premium  or annuity income of Savers for the year
ended  December 31, 1996, has terminated  or  (to  the  best  knowledge  of
Savers) threatened to terminate its relationship with Savers.

     3.25 LICENSES AND PERMITS.  Except as disclosed in SECTION 3.25 of the
Disclosure  Schedule  (with paragraph references corresponding to those set
forth below):

          (a) Savers owns  or  validly  holds,  all  licenses,  franchises,
     permits,   approvals,   authorizations,  exemptions,  classifications,
     certificates, registrations  and similar documents or instruments that
     are required for its business,  operations  and  affairs  and that the
     failure to so own or hold has or may reasonably be expected  to have a
     material adverse effect on its Business or Condition.

          (b)   All   such   licenses,   franchises,   permits,  approvals,
     authorizations,     exemptions,     classifications,     certificates,
     registrations  and similar documents or instruments are valid  and  in
     full force and effect  and  free  of  any  restrictions imposed by any
     Person.

          (c)  Savers is in compliance in all material  respects  with  its
     obligations  under  the  foregoing,  with  only  such  exceptions  as,
     individually  or in the aggregate, would not reasonably be expected to
     have a material adverse effect on the Business or Condition of Savers,
     and no event has  occurred  that  allows,  or after notice or lapse of
     time, or both, would allow, revocation or termination  of  any  of the
     foregoing.

     3.26 OPERATIONS  INSURANCE.   SECTION  3.26 of the Disclosure Schedule
contains  a  true  and  complete  list and description  of  all  liability,
property, workers' compensation, directors and officers liability and other
similar  insurance  Contracts  that insure  the  business,  operations,  or
affairs of Savers or affect or relate  to the ownership, use, or operations
of any of the Assets and Properties of Savers and  that have been issued to
Savers or any of its Affiliates (including,  without  limitation, the names
and addresses of the insurers, the expiration dates thereof, and the annual
premiums and payment terms thereof) or  that are held by  Savers  or by any
Affiliate  of Savers for the benefit of the Surviving Corporation following
the Effective Time.  All such insurance is in full force and effect and (to
the best knowledge  of  Savers)  is  with  financially  sound and reputable
insurers and, in light of the business, operations, and affairs  of Savers,
is  in amounts and provides coverage that are reasonable and customary  for
Persons in similar businesses.

     3.27 INTERCOMPANY  ACCOUNTS.   Except as reflected in the December 31,
1996  SAP  Statement,  or  except  as disclosed  in  SECTION  3.27  of  the
Disclosure Schedule,  there are no accounts  between  Savers and any of its
Affiliates, and  none of its Affiliates provides or causes  to  be provided
to Savers any products, services, equipment, facilities, or similar  items.
Except  as  disclosed  in  SECTION  3.27  of the Disclosure Schedule, since
December 31, 1996, no such intercompany accounts  in excess of $10,000 have
been  paid or received, and all settlements of such  intercompany  accounts
have been made, and all allocations of such intercompany expenses have been
applied,  in  the  ordinary  course  of  business  and consistent with past
practice.   All intercompany accounts shall be written  off  prior  to  the
Effective Time  and,  if constituting an admitted asset, taken into account
in calculating the Adjusted Capital and Surplus of Savers.

     3.28 BANK ACCOUNTS.   SECTION 3.28 of the Disclosure Schedule contains
 a true and complete list of  the  names  and locations of all banks, trust
companies, securities brokers, and other financial  institutions  at  which
Savers  has  an  account  or  safe  deposit  box  or  maintains  a banking,
custodial,  trading  or other similar relationship and  a true and complete
list and description of each such account, box and relationship, indicating
in each case the account  number  and the names of the officers, employees,
agents or other similar representatives of Savers transacting business with
respect thereto.

     3.29 BROKERS.  All negotiations  relative to this Amended and Restated
Merger Agreement and the transactions contemplated hereby have been carried
out by Savers directly with SMC, without  the intervention of any Person on
behalf of Savers in such manner as to give  rise  to any valid claim by any
Person against SMC, Savers or the Surviving Corporation for a finder's fee,
brokerage commission, or similar payment.  Notwithstanding  the  foregoing,
Savers  is  a  party  to  an agreement with Daiwa Securities America, Inc.,
pursuant to which a fee may  be  owing  as  a  result  of  the  transaction
contemplated by this Amended and Restated Merger Agreement

     3.30 DISCLOSURE.   Neither  this Amended and Restated Merger Agreement
nor any certificate furnished by Savers or Savers to SMC in connection with
this Amended and Restated Merger Agreement or the transactions contemplated
hereby contains any untrue statement  of a material fact by Savers or omits
to state a material fact by Savers necessary  to make the statements herein
or therein not misleading in light of the circumstances  in which they were
made.  There is no fact which adversely affects or in the  future is likely
to  adversely  affect  the Business or Condition of Savers in any  material
respect which has not been  set  forth  or  referred to in this Amended and
Restated Merger Agreement or the Disclosure Schedule.

     3.31 STATE TAKEOVER STATUTES.  Valid and  irrevocable  exemptions from
the  Control  Share  Acquisition  Act  (Article  9A)  and  the  Shareholder
Protection Act (Article 9) of the NCBCA  exist and are applicable to all of
the   transactions   contemplated  by  this  Amended  and  Restated  Merger
Agreement.  No other similar  laws  are  applicable  to  the  Merger,  this
Amended  and  Restated  Merger  Agreement  or the transactions contemplated
hereby.

     3.32 SENSITIVE PAYMENTS.  Except as disclosed  in  SECTION 3.32 of the
Disclosure  Schedule, (i) to the best knowledge of Savers,  Savers  is  not
involved in any  transaction or other situation with any employee, officer,
director or Affiliate  of  Savers which may be generally characterized as a
"conflict of interest", including,  but  not limited to, direct or indirect
interests in the business of competitors, suppliers or customers of Savers,
and (ii) there are no situations which involved  or involves (A) the use of
any  corporate  funds for unlawful contributions, gifts,  entertainment  or
other unlawful expenses  related  to  political activity, (B) the making of
any direct or indirect unlawful payments  to government officials or others
from corporate funds or the establishment or maintenance of any unlawful or
unrecorded funds, (C) the violation of any of the provisions of The Foreign
Corrupt  Practices  Act of 1977, or any rules  or  regulations  promulgated
thereunder, (D) the receipt  of  any  illegal  discounts  or rebates or any
other  violation  of  the  antitrust laws or (E) any investigation  by  the
Securities and Exchange Commission  or any other federal, foreign, state or
local government agency or authority.

                            ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF SMC

     SMC hereby represents and warrants to Savers as follows:

     4.1  ORGANIZATION.   SMC  is  a corporation  duly  organized,  validly
existing, and in good standing under  the  Laws of the State of Indiana and
has  full  corporate power and authority to enter  into  this  Amended  and
Restated Merger Agreement and to perform its obligations under this Amended
and Restated  Merger  Agreement.   SMC  is  duly  licensed,  qualified,  or
admitted  to  do  business  and is in good standing in all jurisdictions in
which the failure to be so licensed,  qualified  or  admitted  and  in good
standing, individually or in the aggregate with other such failure, has  or
may  reasonably  be  expected  to  have  a  material  adverse effect on the
validity or enforceability of this Amended and Restated  Merger  Agreement,
on  the  ability  of SMC to perform its obligations under this Amended  and
Restated Merger Agreement or on the Business or Condition of SMC.

     4.2  AUTHORITY.  The  Board  of  Directors of SMC has duly and validly
approved this Amended and Restated Merger  Agreement  and  the transactions
contemplated hereby.  Except for the approval of the shareholders  of  SMC,
the execution and delivery of this Amended and Restated Merger Agreement by
SMC  and  the  performance by SMC of its obligations under this Amended and
Restated Merger  Agreement  have  been  duly  and validly authorized by all
necessary corporate action on the part of SMC.   This  Amended and Restated
Merger Agreement constitutes a legal, valid, and binding  obligation of SMC
and is enforceable against SMC in accordance with its terms,  except to the
extent  that   enforcement  may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium  or similar Laws now or hereafter in
effect relating to or limiting creditors' rights generally, and  the remedy
of specific performance and injunctive and  other forms of equitable relief
are subject to certain equitable defenses and  to  the  discretion  of  the
court  or  other similar Person before which any proceeding therefor may be
brought.

     4.3  NO  CONFLICTS  OR VIOLATIONS.  The execution and delivery of this
Amended and Restated Merger Agreement by SMC do not, and the performance by
SMC of its obligations under  this  Amended  and  Restated Merger Agreement
will not:

          (a) subject to obtaining the approvals contemplated by ARTICLE IX
     of this Amended and Restated Merger Agreement,  violate  any  term  or
     provision  of  any  Law  or any writ, judgment, decree, injunction, or
     similar order applicable to SMC;

          (b) conflict with or  result  in  a  violation  or  breach of, or
     constitute (with or without notice or lapse of time or both) a default
     under, any of the terms, conditions, or provisions of the  articles of
     incorporation or Bylaws of SMC;

          (c)  except  as  disclosed  in  writing to Savers, result in  the
     creation or imposition of any Lien upon  SMC  or any of its Assets and
     Properties that individually or in the aggregate  with any other Liens
     has or may reasonably be expected to have a material adverse effect on
     the  validity  or enforceability of this Amended and  Restated  Merger
     Agreement or on  the  ability  of SMC to perform its obligations under
     this Amended and Restated Merger Agreement;

          (d) except as disclosed in  writing  to  Savers, conflict with or
     result  in a violation or breach of, or constitute  (with  or  without
     notice or  lapse  of  time  or  both)  a default under, or give to any
     person  any  right  of  termination,  cancellation,  acceleration,  or
     modification in or with respect to, any  Contract  to  which  SMC is a
     party or by which any of its Assets and Properties may be bound and as
     to which any such conflicts, violations, breaches, defaults, or rights
     individually or in the aggregate have or may reasonably be expected to
     have  a  material adverse effect on the validity or enforceability  of
     this Amended and Restated Merger Agreement or on the ability of SMC to
     perform  its  obligations  under  this  Amended  and  Restated  Merger
     Agreement; or

          (e) require SMC to obtain any consent, approval, or action of, or
     make any filing  with  or  give  any  notice to, any Person except  as
     contemplated in ARTICLES IX and X of this  Amended and Restated Merger
     Agreement,  as disclosed in writing to Savers,  or   those  which  the
     failure to obtain, make, or give individually or in the aggregate with
     other  such  failures  has  or  may  reasonably be expected to have no
     material  adverse effect on the validity  or  enforceability  of  this
     Amended and  Restated  Merger  Agreement  or  on the ability of SMC to
     perform  its  obligations  under  this  Amended  and  Restated  Merger
     Agreement.

     4.4  REGISTRATION  STATEMENT  AND  PROXY  STATEMENT.    None   of  the
information to be supplied by SMC or SAC for inclusion or incorporation  by
reference  in the Registration Statement or the Proxy Statement will (i) in
the case of  the  Registration  Statement, at the time it becomes effective
and at the Effective Time, contain  any untrue statement of a material fact
or  omit  to  state any material fact required  to  be  stated  therein  or
necessary in order to make the statements therein not misleading or (ii) in
the case of the  Proxy  Statement,  at the time of the mailing of the Proxy
Statement and at the time of each Stockholder  Meeting,  contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements  therein, in
light  of the circumstances under which they are made, not misleading.   If
at any time  prior to the Effective Time any event with respect to SMC, its
officers and directors  or  any  of  its  Subsidiaries shall occur which is
required  to  be  described  in  the Proxy Statement  or  the  Registration
Statement, such event shall be so described, and an amendment or supplement
shall be promptly filed with the SEC  and, as required by law, disseminated
to the stockholders of Savers and/or SMC, as appropriate.  The Registration
Statement will comply (with respect to  SMC  and  SAC)  as  to  form in all
material respects with the provisions of the Securities Act, and  the Proxy
Statement  will  comply  (with respect to SMC and SAC) as to form with  the
provisions of the Exchange Act.

     4.5  LITIGATION.  There  are  no  actions,  suits,  investigations, or
proceedings  pending  against  SMC,  or  (to  the  best knowledge  of  SMC)
threatened against SMC, at law or in equity, in, before,  or by any Person,
that individually or in the aggregate have or may reasonably be expected to
have  a material adverse effect on the validity or enforceability  of  this
Amended and Restated Merger Agreement, on the ability of SMC to perform its
obligations  under  this  Amended  and  Restated Merger Agreement or on the
Business and Condition of SMC.

     4.6  CAPITALIZATION.  The authorized  capital stock of SMC consists of
20,000,000 shares of common stock and 1,000,000  shares of preferred stock.
As  of  September  30,  1997, there were issued and outstanding:  5,752,499
shares of common stock, of  which 882,259 shares are in the treasury; stock
options to acquire 1,338,595  shares  of  common  stock of which options to
acquire 1,199,399 shares of common stock were exercisable;  and warrants to
acquire 752,358 shares of common stock, all of which were exercisable.  All
outstanding  shares  of capital stock of SMC have been duly authorized  and
validly issued and are  fully paid and nonassessable and free of preemptive
rights.  Except as set forth in this SECTION 4.6, there are outstanding (a)
no other shares of capital  stock or other voting securities of SMC, (b) no
securities of SMC convertible  into  or  exchangeable for shares of capital
stock or voting securities of SMC and (c)  no other options or other rights
to  acquire  from SMC, and there is no obligation  of  SMC  to  issue,  any
capital  stock,   voting  securities  or  securities  convertible  into  or
exchangeable for, or  options  or  warrants  to  purchase  capital stock or
voting  securities  of  SMC  (the items in clauses (a), (b) and  (c)  being
referred to, together with the  common  stock,  collectively  as  the  "SMC
Securities").   Except  as  disclosed  in  SECTION  4.6  of  the Disclosure
Schedule, there are no outstanding obligations of SMC to repurchase, redeem
or otherwise acquire any SMC Securities.

     4.7  BROKERS.  All negotiations relative to this Amended  and Restated
Merger Agreement and the transactions contemplated hereby have been carried
out by SMC directly with Savers, without the intervention of any  Person on
behalf  of  SMC  in  such manner as to give rise to any valid claim by  any
Person against Savers, SMC or the Surviving Corporation for a finder's fee,
brokerage commission or  similar payment, except that a fee may be owing to
Daiwa Securities America,  Inc.  pursuant  to  its agreement with Savers as
disclosed in SECTION 3.29.

     4.8  DISCLOSURE.  Neither this Amended and  Restated  Merger Agreement
nor  any  certificate  furnished by SMC to Savers in connection  with  this
Amended and Restated Merger  Agreement  or  the  transactions  contemplated
hereby  contains any untrue statement by SMC of material fact or  omits  to
state a material  fact  by  SMC  necessary to make the statements herein or
therein not misleading in light of  the  circumstances  in  which they were
made.

                             ARTICLE V

           REPRESENTATIONS AND WARRANTIES REGARDING SAC

     SMC and SAC jointly and severally represent and  warrant  to Savers as
follows:

     5.1  ORGANIZATION AND STANDING.  SAC is a corporation duly  organized,
validly existing, and in good standing under the Laws of the State of North
Carolina  and  has  full  corporate power and authority to enter into  this
Amended and Restated Merger  Agreement and to perform its obligations under
this Amended and Restated Merger  Agreement.   SAC was organized solely for
the  purpose  of  acquiring  Savers  and  engaging  in   the   transactions
contemplated  by  this  Amended  and Restated Merger Agreement and has  not
engaged  in  any  business  since  it was  incorporated  which  is  not  in
connection with the acquisition of Savers  and  this  Amended  and Restated
Merger Agreement.

     5.2  CAPITAL STRUCTURE.  The authorized capital stock of SAC  consists
of  1,000 shares of common stock, no par value per share, all of which  are
validly  issued and outstanding, fully paid and nonassessable and are owned
by SMC free and clear of all Liens, claims and encumbrances.

     5.3  AUTHORITY.   The  Board  of Directors of SAC has duly and validly
approved this Amended and Restated Merger  Agreement  and  the transactions
contemplated  hereby.   The  execution  and  delivery  of this Amended  and
Restated  Merger  Agreement  by  SAC  and  the performance by  SAC  of  its
obligations under this Amended and Restated Merger Agreement have been duly
and validly authorized by all necessary corporate action on the part of SAC
except stockholder approval.  This Amended and  Restated  Merger  Agreement
constitutes a legal, valid and binding obligation of SAC and is enforceable
against  SAC  in  accordance  with  its  terms,  except  to the extent that
enforcement  may  be  limited by or subject to any bankruptcy,  insolvency,
reorganization, moratorium,  or  similar  Laws  now  or hereafter in effect
relating  to or limiting creditors' rights generally, and   the  remedy  of
specific performance and injunctive and other forms of equitable relief are
subject to certain equitable defenses and to the discretion of the court or
other similar Person before which any proceeding therefor may be brought.

     5.4  NO  CONFLICTS  OR VIOLATIONS.  The execution and delivery of this
Amended and Restated Merger Agreement by SAC do not, and the performance by
SAC of its obligations under  this  Amended  and  Restated Merger Agreement
will not:

          (a) subject to obtaining the approvals contemplated  by  ARTICLES
     IX  and  X of this Amended and Restated Merger Agreement, violate  any
     term  or  provision   of  any  Law  or  any  writ,  judgment,  decree,
     injunction, or similar order applicable to SAC;

          (b) violate any term  or  provision  of  any  Law  or  any  writ,
     judgment, decree, injunction, or similar order applicable to SAC;

          (c)  except  as  disclosed  in  writing  to Savers, result in the
     creation or imposition of any Lien upon SAC or  any  of its Assets and
     Properties that individually or in the aggregate with  any other Liens
     has or may reasonably be expected to have a material adverse effect on
     the  validity  or  enforceability of this Amended and Restated  Merger
     Agreement or on the  ability  of  SAC to perform its obligations under
     this Amended and Restated Merger Agreement;

          (d) except as disclosed in writing  to  Savers,  conflict with or
     result  in  a violation or breach of, or constitute (with  or  without
     notice or lapse  of  time  or  both)  a  default under, or give to any
     person  any  right  of  termination,  cancellation,   acceleration  or
     modification  in or with respect to, any Contract to which  SAC  is  a
     party or by which any of its Assets and Properties may be bound and as
     to which any such conflicts, violations, breaches, defaults or rights,
     individually or  in  the aggregate, have or may reasonably be expected
     to have a material adverse effect on the validity or enforceability of
     this Amended and Restated Merger Agreement or on the ability of SAC to
     perform  its  obligations  under  this  Amended  and  Restated  Merger
     Agreement; or

          (e) require SAC to obtain any consent, approval, or action of, or
     make any filing  with  or  give  any  notice to, any Person except  as
     contemplated in ARTICLES IX and X of this  Amended and Restated Merger
     Agreement,  as disclosed in writing to Savers,  or   those  which  the
     failure to obtain, make, or give individually or in the aggregate with
     other  such  failures  has  or  may  reasonably be expected to have no
     material  adverse effect on the validity  or  enforceability  of  this
     Amended and  Restated  Merger  Agreement  or  on the ability of SAC to
     perform  its  obligations  under  this  Amended  and  Restated  Merger
     Agreement.

                            ARTICLE VI

                        COVENANTS OF SAVERS

     Savers covenants and agrees with SMC and SAC that, at all times before
the  Effective  Time,  Savers  will  comply with all of the  covenants  and
provisions of this Article VI, except  to  the  extent  SMC  may  otherwise
consent in writing or to the extent otherwise required or permitted by this
Amended and Restated Merger Agreement.

     6.1  CONDUCT  OF  BUSINESS.  Savers will conduct its business only  in
the ordinary course and  consistent  with past practices.  Without limiting
the generality of the foregoing:

          (a)  Savers  will  use  all commercially  reasonable  efforts  to
     (i) preserve intact Savers' present business organization, reputation,
     and  policyholder  relations; (ii)  keep  available  the  services  of
     Savers' present officers,  directors,  employees, agents, consultants,
     and  other  similar  representatives;  (iii)  maintain  all  licenses,
     qualifications, and authorizations of Savers  to  do  business in each
     jurisdiction  in  which  it is so licensed, qualified, or  authorized;
     (iv) maintain in full force  and  effect all Contracts, documents, and
     arrangements referred to in SECTION  3.22  hereof,  (v)  maintain  all
     Assets  and  Properties of Savers in good working order and condition,
     ordinary  wear  and  tear  excepted  and  (vi)  continue  all  current
     marketing and  selling activities relating to the business, operations
     or affairs of Savers.

          (b) Savers  will  cause  the  Books  and  Records of Savers to be
     maintained in the usual manner and consistent with  past practices and
     will  not  permit  a material change in any underwriting,  investment,
     actuarial, financial reporting, or accounting practices or policies of
     Savers or in any assumption  underlying such practices or policies, or
     in  any method of calculating any  bad  debt,  contingency,  or  other
     reserve  for  financial  reporting  purposes  or  for other accounting
     purposes   (including,  without  limitation,  any  practice,   policy,
     assumption,  or  method  relating to or affecting the determination of
     Savers' investment income,  reserves  or  other  similar  amounts,  or
     operating ratios with respect to expenses, losses, or lapses).

          (c)  Savers  will:  (i) properly prepare and duly and timely file
     all  reports  and  all Tax Returns  required  to  be  filed  with  any
     governmental or regulatory  authorities  with respect to the business,
     operations, or affairs of Savers; and (ii)  duly  and  fully  pay  all
     Taxes  indicated  by  such Tax Returns or otherwise levied or assessed
     upon  Savers or any of its  Assets  and  Properties  and  withhold  or
     collect  and  pay to the proper taxing authorities or hold in separate
     bank accounts for such payment all Taxes that Savers is required to so
     withhold or collect  and pay, unless such Taxes are being contested in
     good faith and, if appropriate, reasonable reserves therefor have been
     established and reflected  in  the  Books  and  Records  of  Savers in
     accordance with GAAP and SAP.

          (d) Savers will: (i) cause all reserves and other similar amounts
     with  respect  to  insurance  and  annuity  Contracts  established  or
     reflected  in  Savers'  Books  and  Records  to be (A) established and
     reflected on a basis consistent with those reserves  and other similar
     amounts and reserving methods followed by Savers at December  31, 1996
     and  (B)  good,  sufficient  and  adequate  (under  generally accepted
     actuarial principles consistently applied) to cover the  total  amount
     of   all   reasonably  anticipated  matured  and  unmatured  benefits,
     dividends, losses,  claims,  expenses, and other Liabilities of Savers
     under all insurance and annuity Contracts pursuant to which Savers has
     or  will  have  any  Liability  (including,  without  limitation,  any
     Liability  arising  under  or  as  a  result   of   any   reinsurance,
     coinsurance,  or  other  similar Contract); and (ii) continue  to  own
     assets  that qualify as legal  reserve  assets  under  all  applicable
     insurance Laws in an amount at least equal to the required reserves of
     Savers and other similar amounts.

          (e)  Savers  will  use  all  commercially  reasonable  efforts to
     maintain  in  full  force and effect substantially the same levels  of
     coverage as the insurance  afforded  under  the  Contracts  listed  in
     SECTION  3.26  of the Disclosure Schedule.  Any and all benefits under
     such Contracts paid  or payable (whether before or after the effective
     date of this Amended and  Restated  Merger  Agreement) with respect to
     the business, operations, affairs, or Assets  and Properties of Savers
     will be paid to Savers.

          (f)  Savers  will continue to comply, in all  material  respects,
     with all Laws applicable to its business, operations, or affairs.

          (g)  Savers will  determine  its  Adjusted  Capital  and  Surplus
     consistent  with past practices for determining capital and surplus on
     its SAP Statements  for  any  interim  period  and  will  not take any
     actions  the effect of which may be to cause the Adjusted Capital  and
     Surplus of  the  Surviving  Corporation  to  be  less  than $7,390,000
     immediately after the Effective Time less all amounts paid  by  Savers
     pursuant to SECTION 2.5(D).

          (h) Savers will not enter into any reinsurance Contracts (whether
     as the ceding company or the assuming company).

     6.2  FINANCIAL   STATEMENTS   AND   REPORTS.    (a)   As  promptly  as
practicable after December 31, 1997, Savers  will deliver to SMC a true and
complete  copy  of the SAP Statement filed by Savers  for  the  year  ended
December 31, 1997,  and  for  each  quarter  thereafter until the Effective
Time, prepared in accordance with SAP and which  shall  present  fairly the
financial  condition,  the  Assets  and Properties, and the Liabilities  of
Savers as of the date thereof and the results of operations, changes in the
capital and surplus account and cash flows of Savers for and during each of
the periods covered thereby.

          (b)   Savers  will  promptly deliver  to  SMC  audited  financial
     statements for the year ended  December 31, 1997, and for each quarter
     thereafter until the Effective Time  unaudited  financial  statements,
     prepared  in  accordance  with  GAAP  which  shall present fairly  the
     financial condition, the Assets and Properties, and the Liabilities of
     Savers as of the date thereof and the results  of  operations, changes
     in shareholders' equity and cash flows of Savers for  and  during each
     of  the  periods  covered  thereby.  Such audited statements shall  be
     delivered by February 28, 1998, and such unaudited statements shall be
     delivered within thirty-five  (35)  days  after the date of the end of
     any such quarter.

          (c) As promptly as practicable, Savers will deliver to SMC a true
     and  complete  copy of unaudited financial statements  for  the  month
     ended November 30,  1997,  and  for  each  month  thereafter until the
     Effective  Time, prepared in accordance with SAP which  shall  present
     fairly the financial  condition,  the  Assets  and  Properties and the
     Liabilities  of  Savers  as  of  the date thereof and the  results  of
     operations, changes in the capital  and surplus account and cash flows
     of Savers for and during each of the periods covered thereby.

     6.3  INVESTMENTS.   Savers will invest  its future cash flow, any cash
from matured and maturing investments, any cash  proceeds  from the sale of
its  Assets  and  Properties and any cash funds currently held  by  Savers,
exclusively in cash  equivalent  assets,  short-term  investments  or fixed
maturity  securities  (all  of  which permissible investments shall consist
only   of  United  States  government   issued  or  guaranteed  securities,
commercial paper rated A-I or PI, or bonds  currently  rated NAIC 1 or 2 by
the  Standard  Valuation  office, except as otherwise required  by  Law  or
except as required to provide  cash (in the ordinary course of business and
consistent  with  past practice) to  meet  Savers'  reasonably  anticipated
current obligations  or  except as consented to or required by SMC.  Savers
will take such steps as are necessary to ensure that such investment Assets
that are classified as Non-Admitted  Assets  under SAP or by the applicable
insurance regulatory authorities for Savers, do  not at any time exceed the
respective amounts of Non-Admitted assets for Savers  as  of  December  31,
1996.

     6.4  EMPLOYEE  MATTERS.   Except  as  may  be  required  by  Law or as
disclosed  in  SECTION  6.4 of the Disclosure Schedule, or except for  such
representations, promises,  changes, alterations, or amendments that do not
and will not result in any Liability  to Savers or SMC, Savers will refrain
from directly or indirectly:

          (a) making any representation or promise, oral or written, to any
     officer,  director,  employee,  agent,  consultant  or  other  similar
     representative of Savers concerning any Benefit Plan;

          (b)    making  any  change  to,  or  amending  in  any  way,  the
     Contracts,  salaries, wages, or other  compensation  of  any  officer,
     director, employee,  agent, consultant or other similar representative
     of  Savers  whose annual  compensation  exceeds  $25,000,  other  than
     routine changes or amendments that (a) are made in the ordinary course
     of business and  consistent  with  past practices, (b) do not and will
     not result in increases of more than  five percent (5%) in the salary,
     wages or other compensation of any such Person and (c) do not and will
     not exceed, in the aggregate, five percent (5%) of the total salaries,
     wages and other compensation of all employees of Savers;

          (c) adopting, entering into, amending,  altering  or terminating,
     partially or completely, any Benefit Plan;

          (d)  adopting, entering into, amending, altering or  terminating,
     partially or  completely,  any  employment,  agency,  consultation, or
     representation  Contract that is, or had it been in existence  on  the
     effective date of  this  Amended  and  Restated Merger Agreement would
     have  been,  required  to  be  disclosed  in SECTION  3.22(A)  of  the
     Disclosure Schedule;

          (e)  approving  any  general or company-wide  pay  increases  for
     officers, directors, employees,  agents, consultants, or other similar
     representatives of Savers; or

          (f)  entering  into  any Contract  with  any  officer,  director,
     employee, agent, consultant, or other similar representative of Savers
     that is not terminable by Savers,  without penalty or other Liability,
     upon not more than sixty (60) calendar days' notice.

     6.5  NO CHARTER AMENDMENTS.  Savers  will  not  amend  its Articles of
Incorporation  or  Bylaws  and  will  refrain  from taking any action  with
respect to any such amendment.

     6.6  NO ISSUANCE OF SECURITIES.  Except upon  the  exercise  of  stock
options   outstanding   at  the  date  hereof,  Savers  will  refrain  from
authorizing  or  issuing any  shares  of  capital  stock  or  other  equity
securities of Savers,  or  from  entering into any Contract or granting any
option, warrant, or right calling  for the authorization or issuance of any
such  shares  or  other  equity securities,  or  creating  or  issuing  any
securities directly or indirectly  convertible into or exchangeable for any
such shares or other equity securities  or issuing any options, warrants or
rights to purchase any such convertible securities.

     6.7  NO DIVIDENDS.  Except for dividends  and distributions which have
been  approved  in  writing  by SMC and for which any  required  regulatory
approvals have been received,  Savers  will refrain from declaring, setting
aside  or  paying  any dividend or other distribution  in  respect  of  its
capital stock and from  directly  or  indirectly  redeeming, purchasing, or
otherwise acquiring any of its capital stock or any interest in or right to
acquire any such stock.

     6.8  NO DISPOSAL OF PROPERTY.  Except as set forth  in  SECTION 6.8 of
the  Disclosure  Schedule  or  as  expressly  provided in this Amended  and
Restated Merger Agreement, Savers will not (a) dispose of any of its Assets
and Properties or permit any of its Assets and  Properties  to be subjected
to any Liens, except to the extent any such disposition or any such Lien is
made or incurred in the ordinary course of the business and consistent with
past practices, (b) sell any part of its insurance products,  operations or
business to any third party (other than sales of insurance products  in the
ordinary  course  of  business  consistent  with past practices pursuant to
SECTION  6.1(A)),  (c)  enter  into  any  Contracts  obligating  Savers  to
administer the insurance operations of any Person other than any Affiliate,
(d) enter into any Contracts permitting any Person other than any Affiliate
of Savers to administer Savers' insurance operations  or  (e) enter into or
assume  any  Contract, if doing so could involve a loss, cost,  expense  or
commitment in  excess  of $10,000 unless in the ordinary course of business
and consistent with past practices.

     6.9  NO BREACH OR DEFAULT.   Savers  will  not  violate or breach, and
will not take or fail to take any action that (with or  without  notice  or
lapse  of  time or both) would constitute a violation, breach or default in
any way under  any term or provision of any Contract to which it is a party
or by which any of its Assets and Properties is or may be bound.

     6.10 NO  INDEBTEDNESS.    Savers   will  not  create,  incur,  assume,
guarantee or otherwise become liable for,  and  will not cancel, pay, agree
to cancel or pay, or otherwise provide for a complete  or partial discharge
in advance of a scheduled payment date with respect to,  any Liability, and
will not waive any right to receive any direct or indirect payment or other
benefit under any Liability owing to it.

     6.11 NO  ACQUISITIONS.   Savers  will  not  (a) merge, consolidate  or
otherwise combine or agree to merge, consolidate or  otherwise combine with
any other Person, (b) acquire or agree to acquire blocks of business of, or
all  or  substantially all the Assets and Properties or  capital  stock  or
other equity  securities  of  any  other Person or (c) otherwise acquire or
agree to acquire control or ownership of any other Person.

     6.12 INTERCOMPANY LIABILITIES.  At least five Business Days before the
Effective Time, Savers will deliver  to  SMC  a  true and complete list and
description of all Liabilities between Savers and  any  Affiliate of Savers
to be outstanding at the Effective Time.  Savers will not  enter  into  any
Contract   or,   except   as   required   by   any  Contract  disclosed  in
SECTION 3.22(G) of the Disclosure Schedule, engage  in any transaction with
any of its Affiliates.

     6.13 TAX  MATTERS.   Savers will refrain (a) from  making,  filing  or
entering   into  any  election,   consent   or   agreement   described   in
SECTION 3.15(E)  or  SECTION  3.15(F)  with respect to Savers or any of its
Assets and Properties and (b) from amending  or  cancelling any reinsurance
or coinsurance Contract.

     6.14 NOTICE AND CURE.  Savers will notify SMC  promptly in writing of,
and contemporaneously will provide SMC with true and complete copies of any
and all information or documents relating to, and will use all commercially
reasonable  efforts  to  cure  before  the  Effective  Time,   any   event,
transaction  or  circumstance  occurring after the date of this Amended and
Restated  Merger  Agreement that causes  or  will  cause  any  covenant  or
agreement of Savers  under this Amended and Restated Merger Agreement to be
breached, or that renders  or  will  render  untrue  any  representation or
warranty of Savers contained in this Amended and Restated Merger  Agreement
as if the same were made on or as of the date of such event, transaction or
circumstance.  Savers also will use all commercially reasonable efforts  to
cure,   before   the  Effective  Time,  any  violation  or  breach  of  any
representation, warranty,  covenant or agreement made by it in this Amended
and Restated Merger Agreement, whether occurring or arising before or after
the date of this Amended and Restated Merger Agreement.

                            ARTICLE VII

                         COVENANTS OF SMC

     SMC covenants and agrees  with  Savers  that,  at all times before the
Effective Time, SMC will comply with all covenants and  provisions  of this
Article  VII,  except to the extent Savers may otherwise consent in writing
or to the extent  otherwise  required  or  permitted  by  this  Amended and
Restated Merger Agreement.

     7.1  NOTICE AND CURE.  SMC will notify Savers promptly in writing  of,
and  contemporaneously will provide Savers with true and complete copies of
any and  all  information  or  documents  relating  to,  and  will  use all
commercially  reasonable  efforts  to  cure  before the Effective Time, any
event, transaction or circumstance occurring after the date of this Amended
and Restated Merger Agreement that causes or will  cause  any  covenant  or
agreement  of  SMC  under  this Amended and Restated Merger Agreement to be
breached, or that renders or  will  render  untrue  any  representation  or
warranty  of SMC contained in this Amended and Restated Merger Agreement as
if the same  were  made  on or as of the date of such event, transaction or
circumstance.  SMC also will  use  all  commercially  reasonable efforts to
cure,  before  the  Effective  Time,  any  violation  or  breach   of   any
representation,  warranty, covenant or agreement made by it in this Amended
and Restated Merger Agreement, whether occurring or arising before or after
the date of this Amended and Restated Merger Agreement.

     7.2  FORM A FILING.   Within thirty (30) days of the execution of this
Amended and Restated Merger Agreement, SMC will file an Amended Form A with
the North Carolina Department of Insurance relating to the proposed Merger.

     7.3  JERRY  E.  FRANCIS  TO   BE  APPOINTED  A  DIRECTOR.   Imediately
following the Effective Time, Jerry  E.  Francis  shall be appointed to the
Board of Directors of SMC.

     7.4  NOTICE  OF  MATERIAL CHANGES.  SMC shall promptly  advise  Savers
orally and in writing of  any  change  or  event  having,  or  which  would
reasonably  be  expected to have, a material adverse effect on the Business
or Condition of SMC.


                           ARTICLE VIII

                       ADDITIONAL AGREEMENTS

     8.1  STOCKHOLDER APPROVAL.

          (a)  Savers shall call a meeting of its stockholders (the "Savers
     Stockholder  Meeting")  for  the purpose of voting upon the Merger and
     shall  use its best efforts to  obtain  stockholder  approval  of  the
     Merger.   The  Savers  Stockholder  Meeting  shall  beheld  as soon as
     practicable  following  the date upon which the Registration Statement
     becomes effective, and Savers  will,  through  its Board of Directors,
     recommend  to  its  stockholders the approval of the  Merger  and  not
     rescind its declaration  that  the Merger is advisable.  At the Savers
     Stockholder Meeting, all shares  of  Savers  Common Stock held by each
     officer and each director of Savers, shall be  voted  in favor of this
     Amended  and  Restated  Merger Agreement.  The vote required  for  the
     adoption of this Amended  and  Restated  Merger Agreement shall be the
     affirmative  vote  of  the holders of a majority  of  the  outstanding
     shares of Savers Common  Stock  as  required by the NCBCA.  No officer
     and  director  of Savers shall, prior to  the  Effective  Time,  sell,
     transfer, assign  or  otherwise dispose of any shares of Savers Common
     Stock.

          (b)  SMC shall promptly  call  a meeting of its stockholders (the
     "SMC  Stockholder  Meeting"  and,  together  with  Savers  Stockholder
     Meeting, the "Stockholder Meetings")  for  the  purpose of voting upon
     the  issuance of SMC Common Stock in connection with  the  Merger  and
     shall  use  its  best  efforts  to obtain stockholder approval of such
     issuance.  The SMC Stockholder Meeting  shall be on the date following
     the Savers Stockholder Meeting or, if such date is not practicable, on
     the closest date practicable.

     8.2  REGISTRATION STATEMENT AND PROXY STATEMENT.   SMC  shall  prepare
and file with the SEC as soon as practicable the Registration Statement and
shall  use  all  reasonable  efforts  to  have  the  Registration Statement
declared effective by the SEC as soon as practicable.  Savers and SMC shall
prepare and file with the SEC as soon as practicable the  Proxy  Statement.
SMC  shall also take any action required to be taken under state securities
or "Blue  Sky" laws in connection with the issuance of the SMC Common Stock
pursuant  to   the  Merger.   Savers  shall  furnish  SMC  all  information
concerning Savers  and  the holders of Savers Common Stock required for use
in the Registration Statement,  and Savers shall take such other actions as
SMC  may reasonably request in connection  with  the  preparation  of  such
Registration  Statement and the actions to be taken by SMC pursuant to this
SECTION  8.2.   Savers  and  SMC  shall  each  furnish  to  the  other  all
information concerning  itself and its subsidiaries required for use in the
Proxy Statement, and shall  take  such  other action as the other party may
reasonably  request  in  connection  with  the  preparation  of  the  Proxy
Statement.

          8.3  STOCK EXCHANGE LISTING.  SMC  shall  use its best efforts to
list on the NASDAQ National Market, upon official notice  of  issuance, the
shares of SMC Common Stock to be issued in connection with the Merger.

      8.4  REASONABLE   EFFORTS.    Upon  the  terms  and  subject  to  the
conditions set forth in this Amended and Restated Merger Agreement, each of
the parties agrees to use all reasonable  efforts  to  take, or cause to be
taken,  all  actions,  and to do, or cause to be done, and  to  assist  and
cooperate with the other  parties in doing, all things necessary, proper or
advisable to consummate and  make effective, in the most expeditious manner
practicable, the Merger and the  other  transactions  contemplated  by this
Amended  and  Restated  Merger  Agreement,  including  (a) obtaining of all
necessary  actions  or  non-actions, waivers, consents and  approvals  from
Governmental Entities and making of all necessary registrations and filings
and taking of all reasonable  steps  as  may  be  necessary  to  obtain  an
approval  or  waiver  from,  or  to  avoid  an  action or proceeding by any
Governmental  Entity, including but not limited to  any  filing  under  the
Improvements Act  and  any  required  approvals of the insurance regulatory
authorities in the State of North Carolina  and  the  State of Indiana, (b)
obtaining  of  all  necessary  consents,  approvals or waivers  from  third
parties, (c) defending of any lawsuits or other  legal proceedings, whether
judicial or administrative, challenging this Amended  and  Restated  Merger
Agreement  or  the  consummation  of  the transactions contemplated hereby,
including seeking to have any stay or temporary  restraining  order entered
by  any  court  or  other  Governmental  Entity  vacated  or reversed,  (d)
providing  such  other information and communications to such  Governmental
Entities as the other  party  or  such Governmental Entities may reasonably
request, (e) cooperate with the other  party  in  obtaining, as promptly as
practicable, all actions of Governmental Entities referred to above and (d)
the  execution  and  delivery  of any additional instruments  necessary  to
consummate  the transactions contemplated  by  this  Amended  and  Restated
Merger Agreement.  Notwithstanding anything to the contrary in this SECTION
8.4, Savers shall  not  commit to any divestiture transaction without SMC's
prior consent.

      8.5  STATE TAKEOVER  LAWS.   If  any  "fair  price" or "control share
acquisition"  statute or other similar statute or regulation  shall  become
applicable to the  transactions  contemplated  hereby,  the  members of the
Board  of  Directors  of Savers shall use their best efforts to grant  such
approvals and take such  actions  as are necessary so that the transactions
contemplated hereby may be consummated  as  promptly  as practicable on the
terms contemplated hereby and otherwise act to minimize the effects of such
statute or regulations on the transactions contemplated hereby.

      8.6  IMPROVEMENTS  ACT  FILINGS.  SMC and Savers shall  promptly,  if
required,  make their respective  amended  filings,  and  shall  thereafter
promptly make  any  required  submissions,  under the Improvements Act with
respect  to the Merger.  Each of SMC, SAC and  Savers  will  use  its  best
efforts  to  cause  the  satisfaction  of  the  waiting  period  under  the
Improvements Act.  SMC and Savers will furnish to each other such necessary
information  and  reasonable  assistance  as may be requested in connection
with their respective preparation of necessary  filings  or  submissions to
any   governmental  agency,  including,  without  limitation,  any  filings
necessary  under  the  provisions  of the Improvements Act.  Savers and SMC
will  supply  each  other with copies of  all  correspondence,  filings  or
communications (or memoranda  setting  forth the substance thereof) between
either of them or their respective representatives  and  the  Federal Trade
Commission,  the  Antitrust  Division  of  the United States Department  of
Justice or any other governmental agency or  authority  or members of their
respective  staffs  with  respect  to  this  Amended  and  Restated  Merger
Agreement or the transactions contemplated hereby.

      8.7  FINANCIAL  STATEMENTS.  Savers shall use reasonable  efforts  to
assist SMC in obtaining  the  services of D.E. Gatewood and Company and any
required consent to the use of  their  report  regarding  audited financial
statements of Savers as of the Effective Time in such form that they can be
used  in  connection  with  SMC's required filings with the Securities  and
Exchange Commission.  The fees  and  expenses  of D.E. Gatewood and Company
and all other costs and expenses associated with  the  preparation  of such
audited financial statements shall be paid by Savers.

      8.8  CERTAIN NOTICES.  Each party shall give prompt written notice to
the  other  of  (i) the occurrence, or failure to occur, of any event which
occurrence or failure  would cause any representation or warranty of Savers
contained in this Amended  and  Restated  Merger  Agreement to be untrue or
inaccurate in any material respect at any time from  the date hereof to the
Effective  Time or that will result in the failure to satisfy  any  of  the
conditions specified in ARTICLES IX, X or XI and (ii) any failure of Savers
or SMC, as the  case  may  be,  to  comply  with  or  satisfy any covenant,
condition or agreement to be complied with or satisfied  by it hereunder or
under any other agreement or instrument contemplated hereby.

                            ARTICLE IX

                    CONDITIONS OF BOTH PARTIES

The  respective  obligations  of each party to effect the Merger  shall  be
subject  to the fulfillment at or  prior  to  the  Effective  Time  of  the
following conditions:

      9.1  STOCKHOLDER  APPROVAL.   The  Merger shall have been approved by
the requisite vote of the holders of Savers  Common Stock, and the issuance
of shares of SMC Common Stock in connection with the Merger shall have been
approved by the requisite vote of the holders of SMC Common Stock.

      9.2  NASDAQ LISTING.  The SMC Common Stock  issuable  in  the  Merger
shall have been authorized for listing on the NASDAQ National Market,  upon
official notice of issuance.

      9.3  REGULATORY  APPROVALS.   All  regulatory  approvals necessary to
consummation  of  the Merger shall have been obtained or  relevant  waiting
periods shall have expired.

      9.4  REGISTRATION  STATEMENT.   The Registration Statement shall have
become effective in accordance with the  provisions  of the Securities Act.
No  stop  order suspending the effectiveness of the Registration  Statement
shall have  been  issued  by  the  SEC and remain in effect.  All necessary
state securities or "Blue Sky" authorizations shall have been received.

                             ARTICLE X

             CONDITIONS TO OBLIGATIONS OF SMC AND SAC

      The  obligations  of  SMC  and  SAC  hereunder  are  subject  to  the
fulfillment, at or before the Effective  Time,  of  each  of  the following
conditions (all or any of which may be waived in whole or in part by SMC):

      10.1 REPRESENTATIONS   AND   WARRANTIES.   The  representations   and
warranties made by Savers in this Amended and Restated Merger Agreement and
the statements of Savers contained in the Disclosure Schedule shall be true
as of the effective date of this Amended and Restated Merger Agreement, the
certifications given pursuant to SECTION  10.3 shall be true as of the date
given,  and  all  of such representations, warranties,  certifications  and
statements  shall  be   true   at   the   Effective  Time  as  though  such
representations, warranties, certifications and statements were made at the
Effective Time.

      10.2 PERFORMANCE.  Savers shall have  performed and complied with all
agreements, covenants, obligations, and conditions required by this Amended
and Restated Merger Agreement to be so performed or complied with by Savers
at or before the Effective Time.

      10.3 CERTIFICATES OF OFFICER OF SAVERS.   Savers shall have delivered
to SMC a certificate, dated the Effective Time in  the  form  of  EXHIBIT C
hereto  and  executed  by  the  chief  executive officer or chief financial
officer  of  Savers,  certifying  (with  respect   to  Savers)  as  to  the
fulfillment of the conditions set forth in ARTICLE IX  and  this ARTICLE X.
In  addition, Savers shall have delivered to SMC a certificate,  dated  the
Effective  Time and executed by the secretary or any assistant secretary of
Savers, certifying  that  Savers  has  duly and validly taken all corporate
action necessary to authorize its execution  and  delivery  of this Amended
and Restated Merger Agreement and its performance of its obligations  under
this  Amended  and Restated Merger Agreement and that the resolutions (true
and complete copies  of  which shall be attached to the certificate) of the
Board of Directors and the  stockholders  of  Savers  with  respect to this
Amended  and  Restated  Merger  Agreement and the transactions contemplated
hereby have been duly and validly adopted and are in full force and effect.

      10.4 NO INJUNCTION.  There  shall  not  be in effect at the Effective
Time any writ, judgment, injunction, decree or  similar  order of any court
or   similar   Person   restraining,   enjoining  or  otherwise  preventing
consummation of any of the transactions  contemplated  by  this Amended and
Restated Merger Agreement.

      10.5 NO  PROCEEDING  OR  LITIGATION.  There shall not be  instituted,
pending or (to the best knowledge  of SMC or Savers) threatened any action,
suit, investigation, or other proceeding  in,  before,  or  by  any  court,
governmental or regulatory authority or other Person to restrain, enjoin or
otherwise  prevent consummation of any of the transactions contemplated  by
this Amended  and  Restated  Merger  Agreement or to recover any Damages or
obtain  other  relief  as  a result of this  Amended  and  Restated  Merger
Agreement or any of the transactions  contemplated hereby or as a result of
any Contract entered into in connection with or as a condition precedent to
the  consummation  hereof,  which  action,  suit,  investigation  or  other
proceeding may, in the reasonable opinion  of  SMC,  result  in a decision,
ruling  or  finding  that  individually  or  in  the  aggregate has or  may
reasonably be expected to have a material adverse effect on the validity or
enforceability  of  this  Amended  and  Restated Merger Agreement,  on  the
ability of Savers or SMC to perform its respective  obligations  under this
Amended  and  Restated Merger Agreement or on the Business or Condition  of
SMC or Savers.   There  shall  not  be  in effect at the Effective Time any
voluntary  or  involuntary  bankruptcy,  receivership,  conservatorship  or
similar proceeding with respect to Savers.

      10.6 CONSENTS, AUTHORIZATIONS, ETC.   All  orders, consents, permits,
authorizations, approvals, and waivers of every Person  disclosed  pursuant
to  SECTIONS  3.5   and  10.10  and  necessary to permit SMC to perform its
obligations  under  this  Amended  and Restated  Merger  Agreement  and  to
consummate  the  transactions  contemplated   hereby   (including,  without
limitation, any requisite action of the insurance regulatory authorities in
the State of North Carolina and the State of Indiana, in  each case without
the  abrogation  or  diminishment of Savers's authority or license  or  the
imposition of significant  restrictions  upon the transactions contemplated
hereby) shall have been obtained and shall be in full force and effect, and
Savers  shall  have  obtained all consents, approvals,  authorizations  and
clearances referred to  in ARTICLE IX, and SMC shall have received evidence
satisfactory  to  it  of  the   receipt   of   such   consents,  approvals,
authorizations and clearances.

      10.7 NO  ADVERSE CHANGE.  Since December 31, 1996,  there  shall  not
have been, occurred,  or  arisen  any  change  in, or any event (including,
without limitation, any damage, destruction or loss, whether or not covered
by  insurance),  condition  or  state  of  facts  of  any   character  that
individually or in the aggregate has or may reasonably be expected  to have
a material adverse effect on the Business or Condition of Savers.

      10.8 OPINION  OF  COUNSEL.   Savers  shall  have delivered to SMC the
opinion,  dated  the Effective Time, of Womble Carlyle  Sandridge  &  Rice,
PLLC, counsel to Savers, to the effect set forth in EXHIBIT D hereto.

      10.9 APPROVAL   BY   FLEET  AND  CONSECO.   Fleet  National  Bank  of
Connecticut and Conseco, Inc.  shall  have consented to the consummation of
the  transactions  contemplated  under this  Amended  and  Restated  Merger
Agreement and one or both of them  have  agreed  to  loan  SMC  the  sum of
$4,000,000 upon terms and conditions satisfactory to SMC.

      10.10  CONSULTING AGREEMENT.  The Consulting Agreement by and between
Savers and Jerry  D.  Stoltz, Sr. shall have been executed and delivered in
substantially the form of EXHIBIT G hereto.

      10.11 LOCKUP AGREEMENTS.  All holders of 5% or more of Saver's issued
and outstanding capital  stock  and  each  officer  of  Savers  shall  have
executed and delivered Lockup Agreements with SMC substantially in the form
of EXHIBIT H hereto.

      10.12  DISSENTERS'  RIGHTS.   Holders  of  not more than 5% of Savers
Common Stock outstanding immediately prior to the  Effective  Time shall be
eligible to exercise appraisal rights under Section 55-13-01, et  seq.,  of
the NCBCA.

      10.13  SMC STOCKHOLDERS APPROVAL.  The Stockholders of SMC shall have
approved the  Amended and Restated Merger Agreement and the issuance of SMC
Common Stock.

      10.14 SAVERS  ADJUSTED CAPITAL AND SURPLUS.  The Adjusted Capital and
Surplus of the Surviving  Corporation,  calculated as provided in EXHIBIT B
hereto, shall not be less than $7,390,000  immediately  after the Effective
Time.

      10.15 SAVERS STOCKHOLDERS APPROVAL.  The Stockholders of Savers shall
have approved the Amended and Restated Merger Agreement.

<PAGE>
                            ARTICLE XI

                CONDITIONS TO OBLIGATIONS OF SAVERS

      The obligations of Savers hereunder are subject to  the  fulfillment,
at  or before the Effective Time, of each of the following conditions  (all
or any of which may be waived in whole or in part by Savers).

      11.1 REPRESENTATIONS   AND   WARRANTIES.    The  representations  and
warranties  made  by  SMC  and  SAC  in  this Amended and  Restated  Merger
Agreement  shall  be true as of the effective  date  of  this  Amended  and
Restated Merger Agreement and shall be true at the Effective Time as though
such representations and warranties were made at the Effective Time.

      11.2 PERFORMANCE.  SMC and SAC shall have performed and complied with
all agreements, covenants,  obligations,  and  conditions  required by this
Amended and Restated Merger Agreement to be so performed or  complied  with
by SMC and SAC at or before the Effective Time.

      11.3 OFFICERS'  CERTIFICATES.   SMC  shall have delivered to Savers a
certificate, dated the Effective Time in the  form  of EXHIBIT E hereto and
executed by the chief executive officer or the chief  financial  officer of
SMC, certifying with respect to SMC as to the fulfillment of the conditions
set  forth in ARTICLE IX and this ARTICLE XI.  In addition, SMC shall  have
delivered to Savers a certificate, dated the Effective Time and executed by
the secretary  or  any  assistant  secretary of SMC certifying that SMC has
duly and validly taken all corporate  action  necessary  to  authorize  its
execution  and  delivery  of this Amended and Restated Merger Agreement and
its performance of its obligations  under  this Amended and Restated Merger
Agreement and that the resolutions (true and complete copies of which shall
be  attached  to  the  certificate)  of  the Board  of  Directors  and  the
stockholders  of  SMC  with  respect to this Amended  and  Restated  Merger
Agreement and the transactions  contemplated  hereby  have  been  duly  and
validly adopted and are in full force and effect.

      11.4 NO  INJUNCTION.   There  shall not be in effect at the Effective
Time any writ, judgment, injunction,  decree  or similar order of any court
or   similar   Person   restraining,  enjoining  or  otherwise   preventing
consummation of any of the  transactions  contemplated  by this Amended and
Restated Merger Agreement.

      11.5 NO  PROCEEDING  OR LITIGATION.  There shall not  be  instituted,
pending or (to the best knowledge  of  SMC  or  of  Savers)  threatened any
action,  suit,  investigation  or  other proceeding in, before, or  by  any
court, governmental or regulatory authority  or  other  Person to restrain,
enjoin,  or  otherwise  prevent  consummation  of  any  of the transactions
contemplated by this Amended and Restated Merger Agreement  or  to  recover
any Damages or obtain other relief as a result of this Amended and Restated
Merger  Agreement  or  any of the transactions contemplated hereby or as  a
result of any Contract entered  into  in  connection with or as a condition
precedent to the consummation hereof, which  action, suit, investigation or
other proceeding may, in the reasonable opinion  of  Savers,  result  in  a
decision,  ruling  or  finding that individually or in the aggregate has or
may reasonably be expected  to  have  a  material  adverse  effect  on  the
validity or enforceability of this Amended and Restated Merger Agreement or
on  the  ability  of  SMC  or  Savers to perform its obligations under this
Amended and Restated Merger Agreement.

      11.6 CONSENTS, AUTHORIZATIONS,  ETC.   All orders, consents, permits,
authorizations, approvals, and waivers of every  Person  disclosed pursuant
to  SECTION  3.5 and necessary to permit Savers to perform its  obligations
under this Amended  and  Restated  Merger  Agreement  and to consummate the
transactions contemplated hereby shall have been obtained  and  shall be in
full force and effect, and SMC shall have obtained all consents, approvals,
authorizations and clearances referred to in ARTICLE IX and SECTION  10 and
Savers  shall  have received evidence satisfactory to it of the receipt  of
such consents, approvals, authorizations and clearances.

      11.7 OPINION  OF  COUNSEL.   SMC  shall  have delivered to Savers the
opinion, dated the Effective Time, of Stephen M.  Coons, counsel to SMC, to
the effect set forth in EXHIBIT F hereto.

              11.8       TAX-FREE REORGANIZATION.  The Merger shall qualify
as a tax-free reorganization within the meaning of  Section  368(a)  of the
Code, in the opinion of Womble Carlyle Sandridge & Rice.

                            ARTICLE XII

                 SURVIVAL OF PROVISIONS; REMEDIES

      12.1 SURVIVAL.    The  representations,  warranties,  covenants,  and
agreements respectively made  by  Savers,  SMC  and SAC in this Amended and
Restated Merger Agreement, in the Disclosure Schedule or in any certificate
respectively delivered by Savers, SMC or SAC pursuant  hereto  will survive
the Merger for a period of 25 months following the Effective Time.

      12.2 AVAILABLE   REMEDIES.    Each   party   expressly  agrees  that,
consistent with its intention and agreement to be bound  by  the  terms  of
this   Amended   and  Restated  Merger  Agreement  and  to  consummate  the
transactions contemplated  hereby,  subject  only  to  the  performance  or
satisfaction  of  precedent conditions or of precedent requirements imposed
upon another party  hereto,  the  remedy  of  specific performance shall be
available  to  a  non-breaching  and  non-defaulting   party   to   enforce
performance of this Amended and Restated Merger Agreement by a breaching or
defaulting   party,   including,   without   limitation,   to  require  the
consummation of the Merger.

<PAGE>
                           ARTICLE XIII

                            TERMINATION

      13.1 TERMINATION.  This Amended and Restated Merger Agreement  may be
terminated,  and  the transaction contemplated hereby may be abandoned,  at
any time prior to the  Effective Time, whether before or after any approval
by the stockholders of Savers or SMC:

           (a) by mutual written consent of SMC and Savers;

           (b) by SMC if  (i)  Savers  shall  have  failed to comply in any
      material respect with any of its covenants or agreements contained in
      this Amended and Restated Merger Agreement required  to  be  complied
      with  by  Savers prior to the date of such termination, which failure
      to comply has  not  been  cured  within  five Business Days following
      receipt  by  Savers of notice of such failure  to  comply,  (ii)  the
      stockholders of Savers shall have failed to approve the Merger at the
      Savers Stockholder  Meeting,  provided  that,  at  the  time  of such
      termination,  SMC has not breached any of its covenants set forth  in
      ARTICLES VII or  VIII;  or  (iii)  the stockholders of SMC shall have
      failed to approve the issuance of the  SMC  Common  Stock  at the SMC
      Stockholder  Meeting   provided  that at the time of such termination
      SMC has not breached any of its covenants  set  forth in ARTICLES VII
      or VII.

           (c) by Savers if (i) SMC or SAC shall have failed  to  comply in
      any  material  respect  with  any  of  its  covenants  or  agreements
      contained  in this Agreement required to be complied with by  SMC  or
      SAC prior to  the  date  of such termination, which failure to comply
      has not been cured within five Business Days following receipt by SMC
      of notice of such failure  to comply, (ii) the stockholders of Savers
      shall have failed to approve  the  Merger  at  the Savers Stockholder
      Meeting provided that at the time of such termination, Savers has not
      breached any of its covenants set forth in ARTICLES  VI  or  VIII, or
      (iii)  the  stockholders  of  SMC  shall  have  failed to approve the
      issuance  of  the  SMC Common Stock at the SMC Stockholders  Meeting,
      provided that, at the  time  of  such  termination,  Savers  has  not
      breached any of its covenants set forth in ARTICLES VI or VIII.

           (d)  by  either  SMC  or  Savers  if (i) the Merger has not been
      effected  on or prior to the close of business  on  April  30,  1998;
      provided, however,  that  the  right  to  terminate  this Amended and
      Restated  Merger  Agreement  pursuant  to  this clause shall  not  be
      available  to any party whose failure to fulfill  any  obligation  of
      this Amended  and Restated Merger Agreement has been the cause of, or
      resulted in, the  failure  of the Merger to have occurred on or prior
      to the aforesaid date, or (ii) any court of competent jurisdiction or
      any governmental, administrative  or  regulatory authority, agency or
      body shall have issued an order, decree  or ruling or taken any other
      action permanently enjoining, restraining  or  otherwise  prohibiting
      the  transactions  contemplated  by this Amended and Restated  Merger
      Agreement and such order, decree,  ruling  or other action shall have
      become final and nonappealable.

           (e) by either SMC or Savers if there has  been  (i)  a  material
      breach  by  the  other of any representation or warranty that is  not
      qualified as to materiality  or  (ii)  a  breach  by the other of any
      representation  or warranty that is qualified as to  materiality,  in
      each case which breach  has  not been cured within five Business Days
      following receipt by the breaching party of notice of the breach.

           (f) by SMC, (i) if the Board  of  Directors  of Savers shall not
      have recommended, or shall have resolved not to recommend,  or  shall
      have  modified  or  withdrawn  its  recommendation  of  the Merger or
      declaration  that  the  Merger  is advisable or (ii) if the Board  of
      Directors of Savers shall have recommended, or shall have resolved to
      recommend, to the stockholders of  Savers  any  takeover  proposal or
      offer of any other Person.

     13.2   EFFECT  OF  TERMINATION.   If this Amended and Restated  Merger
Agreement is validly terminated pursuant  to SECTION 13.1, this Amended and
Restated Merger Agreement will forthwith become  null  and  void, and there
will  be  no  Liability  on  the  part  of  Savers or SMC (or any of  their
respective  officers, directors, employees, agents,  consultants  or  other
representatives), except that the provisions relating to confidentiality in
SECTION 14.5  will  continue  to  apply  following  any  such  termination;
PROVIDED,  HOWEVER, that  notwithstanding anything in this Section  to  the
contrary, no  party  electing to terminate this Amended and Restated Merger
Agreement pursuant to  SECTION  13.1  will be relieved of any Liability for
Damages that the electing party may have  to  the  other party by reason of
the electing party's breach of this Amended and Restated  Merger  Agreement
(or any representation, warranty, covenant or agreement included herein).

     13.3   CERTAIN   PAYMENTS.   Notwithstanding  any  provision  in  this
Amended and Restated Merger  Agreement to the contrary, (x) if this Amended
and  Restated  Merger  Agreement   is   terminated   pursuant  to  Sections
13.1(B)(I), 13.1(C)(I) or 13.1(E) on the grounds that  the  other party has
failed  to  proceed  in good faith, the party terminating this Amended  and
Restated Merger Agreement shall be entitled to reimbursement from the other
party hereto upon demand  for  all out-of-pocket fees and expenses incurred
or paid by or on behalf of the terminating  party  or any of its Affiliates
in  connection  with  this  Amended and Restated Merger  Agreement  or  the
consummation of the Merger, including,  but  not  limited  to, all fees and
expenses  of  counsel,  investment  banking  firms, accountants,  printers,
experts and consultants to the terminating party  or any of its Affiliates;
provided, however, that the other party hereto shall  not  be  obligated to
make  payments  pursuant  to this clause (x) in excess of $800,000  in  the
aggregate; and (y)(i) if the  Board  of Directors of Savers fails to make a
favorable recommendation or withdraws,  amends  or  modifies  its favorable
recommendation  to  its  stockholders  of this Amended and Restated  Merger
Agreement and the Merger and (ii) on or  prior  to  twelve months after the
event described in clause (y)(i) above, a Third Party Acquisition Event (as
defined below) occurs, Savers shall promptly, but in  no  event  later than
the second Business Day following the later to occur of the events referred
to  in  clauses  (i)  and  (ii), pay to SMC (without prejudice to any other
rights of SMC against Savers)  a  fee  of  $500,000  in  cash (inclusive of
expenses).  In the event that Savers is obligated to make any payment under
clause (y) of this paragraph, it shall be relieved of its  obligations,  if
any,  under clause (x).  For purposes of clause (x) above, a refusal by any
party to  perform  any of its obligations hereunder based upon a failure of
one or more conditions  to  such  obligations  shall constitute a breach of
SECTION 8.4 if such condition may be waived by such  party  and  if  such a
wavier  is unreasonably withheld by such party.  A "Third Party Acquisition
Event" means  any  of  the  following  events:   (A) any Person or group of
Persons,  other  than  SMC  or  its  Affiliates, acquires  or  becomes  the
beneficial owner of 25% or more of the  outstanding shares of Savers Common
Stock; (B) any new group is formed which  beneficially  owns 25% or more of
the  outstanding shares of Savers Common Stock (other than  a  group  which
includes  or  may  reasonably  be  deemed  to  include  SMC  or  any of its
Affiliates);  (C)  any  Person  or group of Persons (other than SMC or  its
Affiliates) shall have commenced a tender or exchange offer for 25% or more
of the then outstanding shares of  Savers Common Stock or publicly proposed
any bona fide merger, consolidation  or acquisition of all or substantially
all the assets of Savers or other similar  business  combination  involving
Savers; (D) Savers enters into an agreement, including, without limitation,
an  agreement  in  principle,  providing  for  a  merger  or other business
combination  involving Savers or the acquisition of a substantial  interest
in, or a substantial  portion  of  the  assets,  business  or operations of
Savers  (other  than  the  transactions  contemplated  by this Amended  and
Restated Merger Agreement); (E) any Person or group of Persons  (other than
SMC  or  its  Affiliates)  is  granted any option or right, conditional  or
otherwise, to acquire or otherwise become the beneficial owner of shares of
Savers Common Stock, which, together with all shares of Savers Common Stock
beneficially owned by such Person  or  group  of  Persons, results or would
result in such Person or group of Persons being the beneficial owner of 25%
or more of the outstanding shares of Savers Common  Stock.  For purposes of
this  SECTION  13.3,  the  terms "group" and "beneficial  owner"  shall  be
defined by reference to Section 13(d) of the Exchange Act.

                            ARTICLE XIV

                           MISCELLANEOUS

     14.1   NOTICES.   All notices  and  other  communications  under  this
Amended and Restated Merger Agreement must be in writing and will be deemed
to have been duly given  if  delivered,  telecopied or mailed, by certified
mail, return receipt requested, first class postage prepaid, to the parties
at the following addresses:

     If to Savers, to:

            Savers Life Insurance Company
            8064 North Point Boulevard
            Winston Salem, North Carolina  27106
            Attention:  Jerry D. Stoltz, Sr., President
            Telecopy:  (910) 759-3999

<PAGE>
            With a copy to:

            Womble Carlyle Sandridge & Rice, PLLC
            200 West Second Street
            Winston Salem, North Carolina  27101
            Attention:  Zeb E. Barnhardt, Jr., Esq.
            Telecopy:  (910) 733-8372

     If to SMC or SAC, to:

            Standard Management Corporation
            9100 Keystone Crossing, #600
            Indianapolis, Indiana  46240
            Attention:  Ronald D. Hunter, Chairman & CEO
            Telecopy:  (317)574-6227

     With a copy to:

            Stephen M. Coons, Esq.
            9100 Keystone Crossing, #600
            Indianapolis, Indiana  46240
            Telecopy:  (317) 574-6227

All  notices  and other communications required  or  permitted  under  this
Amended and Restated  Merger  Agreement  that  are addressed as provided in
this  ARTICLE  XIV  will, if delivered personally,  be  deemed  given  upon
delivery,  will,  if  delivered  by  telecopy,  be  deemed  delivered  when
confirmed and will, if  delivered by mail in the manner described above, be
deemed given on the third  Business  Day after the day it is deposited in a
regular depository of the United States  mail.  Any party from time to time
may change its address for the purpose of notices to that party by giving a
similar notice specifying a new address, but no such  notice will be deemed
to have been given until it is actually received by the  party sought to be
charged with the contents thereof.

     14.2   ENTIRE AGREEMENT.  Except for documents executed by Savers, SMC
and  SAC  pursuant  hereto,  this  Amended  and  Restated Merger  Agreement
supersedes all prior discussions and agreements between  the  parties  with
respect  to  the  subject  matter  of  this  Amended  and  Restated  Merger
Agreement,  and  this  Amended and Restated Merger Agreement (including the
exhibits thereto, the Disclosure Schedule and other Contracts and documents
delivered in connection  herewith)  contains  the sole and entire agreement
between the parties hereto with respect to the subject matter hereof.

     14.3   EXPENSES.   Except  as  otherwise expressly  provided  in  this
Amended and Restated Merger Agreement, each of Savers, SMC and SAC will pay
its own costs and expenses in connection  with  this  Amended  and Restated
Merger Agreement and the transactions contemplated hereby.

     14.4   PUBLIC ANNOUNCEMENTS.  At all times at or before the  Effective
Time,  Savers  and  SMC will each consult with the other before issuing  or
making any reports, statements,  or  releases to the public with respect to
this Amended and Restated Merger Agreement or the transactions contemplated
hereby and will use good faith efforts  to  agree  on  the  text of a joint
public  report,  statement  or  release  or will use good faith efforts  to
obtain  the  other  party's  approval of the text  of  any  public  report,
statement, or release to be made  solely  on  behalf of a party.  If Savers
and SMC are unable to agree on or approve any such public report, statement
or release and such report, statement or release  is,  in  the  opinion  of
legal counsel to a party, required by Law or may be appropriate in order to
discharge  such party's disclosure obligations, then such party may make or
issue the legally  required report, statement or release.  Any such report,
statement, or release  approved  or  permitted  to be made pursuant to this
SECTION 14.4 may be disclosed or otherwise provided by Savers or SMC to any
Person, including without limitation to any employee  or customer of either
party hereto and to any governmental or regulatory authority.

     14.5   CONFIDENTIALITY.  Each of Savers and SMC will  hold,  and  will
cause  its  respective  officers, directors, employees, agents, consultants
and other representatives  to  hold, in strict confidence, unless compelled
to  disclose  by  judicial or administrative  process  (including,  without
limitation,  in  connection   with  obtaining  the  necessary  approval  of
insurance regulatory authorities)  or  by  other  requirements  of Law, all
confidential  documents  and confidential information concerning the  other
party furnished to it by the  other  party  or such other party's officers,
directors, employees, agents, consultants or  representatives in connection
with  this  Amended  and  Restated  Merger Agreement  or  the  transactions
contemplated  hereby,  except  to  the  extent   that   such  documents  or
information can be shown to have been (a) previously lawfully  known by the
party  receiving  such  documents or information, (b) in the public  domain
through no fault of such  receiving  party  or  (c)  later  acquired by the
receiving party from other sources not themselves bound by, and  in  breach
of,  a confidentiality agreement.  Neither Savers nor SMC will disclose  or
otherwise   provide   any   such  confidential  documents  or  confidential
information to any other Person,  except to SMC's lenders and investors and
to  either  party's respective auditors,  actuaries,  attorneys,  financial
advisors and  other  consultants  and  advisors  who need such documents or
information in connection with this Amended and Restated Merger Agreement.

     14.6   WAIVER.   Any term or condition of this  Amended  and  Restated
Merger Agreement may be waived at any time by the party that is entitled to
the benefit thereof.  Such  waiver  must be in writing and must be executed
by  the chief executive officer or the  chief  operating  officer  of  such
party.   A  waiver on one occasion will not be deemed to be a waiver of the
same or any other  breach on a future occasion.  All remedies, either under
this  Amended  and Restated  Merger  Agreement,  or  by  Law  or  otherwise
afforded, will be cumulative and not alternative.

     14.7   AMENDMENT.   This  Amended and Restated Merger Agreement may be
modified or amended only by a writing  duly  executed  by  or  on behalf of
Savers, SMC and SAC.

     14.8   COUNTERPARTS.   This Amended and Restated Merger Agreement  may
be executed simultaneously in  any  number  of  counterparts, each of which
will be deemed an original, but all of which will  constitute  one  and the
same instrument.

     14.9   NO  THIRD PARTY BENEFICIARY.  The terms and provisions of  this
Amended and Restated  Merger  Agreement are intended solely for the benefit
of Savers and SMC, and their respective  successors  or  assigns, and it is
not  the intention of the parties to confer third-party beneficiary  rights
upon any other Person.

     14.10  GOVERNING LAW.  THIS AMENDED AND RESTATED MERGER AGREEMENT WILL
BE GOVERNED  BY  AND  CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NORTH CAROLINA (EXCLUSIVE OF CONFLICTS OF LAW PRINCIPLES) .

     14.11  BINDING EFFECT.   This Amended and Restated Merger Agreement is
binding  upon and will inure to  the  benefit  of  the  parties  and  their
respective successors and assigns.

     14.12  ASSIGNMENT.   Except as otherwise provided herein, this Amended
and Restated Merger Agreement or any right hereunder or part hereof may not
be assigned by any party hereto  without  the  prior written consent of the
other parties hereto.

     14.13  HEADINGS, ETC.  The headings used in  this Amended and Restated
Merger Agreement have been inserted for convenience  and  do not constitute
matter to be construed or interpreted in connection with this  Amended  and
Restated Merger Agreement.

     14.14  INVALID  PROVISIONS.   If  any  provision  of  this Amended and
Restated  Merger Agreement is held to be illegal, invalid or  unenforceable
under any present  or  future  Law,  and  if  the  rights or obligations of
Savers,  SMC or SAC under this Amended and Restated Merger  Agreement  will
not be materially  and  adversely affected thereby, (a) such provision will
be fully severable; (b) this  Amended and Restated Merger Agreement will be
construed  and  enforced  as  if such  illegal,  invalid  or  unenforceable
provision had never comprised a  part  hereof; (c) the remaining provisions
of this Amended and Restated Merger Agreement will remain in full force and
effect and will not be affected by the illegal,  invalid  or  unenforceable
provision  or  by its severance herefrom; and (d) in lieu of such  illegal,
invalid or unenforceable  provision, there will be added automatically as a
part of this Amended and Restated  Merger  Agreement  a  legal,  valid  and
enforceable  provision  as  similar  in  terms  to such illegal, invalid or
unenforceable provision as may be possible.

<PAGE>
     IN  WITNESS WHEREOF, this Amended and Restated  Merger  Agreement  has
been duly executed and delivered by the parties hereto, effective as of the
date first written above.



STANDARD ACQUISITION CORPORATION


By:
   Name:
   Title:


SAVERS LIFE INSURANCE COMPANY


By:
   Name:
   Title:


STANDARD MANAGEMENT CORPORATION


By: _______________________________________
   Name:_________________________________
   Title:__________________________________


<PAGE>
                                                        EXHIBIT A


                       DEFINITIONS OF TERMS


     "ADJUSTED  CAPITAL  AND  SURPLUS"  as  of  any date shall mean Savers'
statutory  capital and surplus as of such date, adjusted  pursuant  to  the
Formula set  forth  on  EXHIBIT  B  hereto  and  determined  based  on  SAP
consistently applied throughout the specified period and in the immediately
prior comparable period.

     "AFFILIATE" shall mean any Person that directly, or indirectly through
one  or more intermediaries, controls, is controlled by, or is under common
control with the Person specified.

     "AMENDED  AND  RESTATED  MERGER AGREEMENT" shall mean this Amended and
Restated Merger Agreement, together  with  the  exhibits and the Disclosure
Schedule  attached  hereto,  and the Contracts and other  documents  to  be
executed and delivered by Savers pursuant hereto.

     "ANNUAL STATEMENT" shall  mean  any  annual  statement of Savers filed
with or submitted to the insurance regulatory authority  in  the  State  of
North Carolina on forms prescribed or permitted by such authority.

     "ARTICLES OF MERGER" has the meaning set forth in SECTION 2.2.

     "ASSETS  AND  PROPERTIES" shall mean all assets or properties of every
kind, nature, character,  and description (whether real, personal, or mixed
whether  tangible or intangible,  whether  absolute,  accrued,  contingent,
fixed, or  otherwise,  and  wherever  situated)  as now operated, owned, or
leased  by  a  specified  Person, including without limitation  cash,  cash
equivalents,  securities,  accounts  and  notes  receivable,  real  estate,
equipment, furniture, fixtures,  insurance or annuities in force, goodwill,
and going-concern value.

     "AVERAGE TRADING PRICE" shall  have  the  meaning set forth in SECTION
2.6.

     "AVR"  shall  mean  the  asset  valuation  reserve   required   to  be
established and maintained by Savers at any particular date, calculated  in
accordance with SAP.

     "BENEFIT  PLANS"  shall  mean  all Employee Pension Benefit Plans, all
Employee Welfare Benefit Plans, all stock  bonus,  stock  ownership,  stock
option,  Merger,  stock appreciation rights, phantom stock, and other stock
plans (whether qualified  or nonqualified), and all other pension, welfare,
severance,   retirement,   bonus,    deferred    compensation,    incentive
compensation,  insurance  (whether life, accident and health, or other  and
whether key man, group, workers  compensation,  or  other), profit sharing,
disability, thrift, day care, legal services, leave of absence, layoff, and
supplemental  or  excess  benefit  plans, and all other benefit  Contracts,
arrangements, or procedures having the  effect  of  a  plan,  in  each case
existing  on  or  before  the  Effective  Time under which Savers is or may
hereafter  become  obligated  in any manner (including  without  limitation
obligations to make contributions  or  other payments) and which cover some
or  all of the present or former officers,  directors,  employees,  agents,
consultants,  or other similar representatives providing services to or for
Savers; PROVIDED,  HOWEVER,  that  such  term shall not include (a) routine
employment policies and procedures developed  and  applied  in the ordinary
course  of  business  and consistent with past practice, including  without
limitation sick leave,  vacation,  and  holiday policies, and (b) directors
and officers liability insurance.

     "BOOKS  AND RECORDS" shall mean all accounting,  financial  reporting,
Tax,  business,   marketing,   corporate,   and   other  files,  documents,
instruments,  papers, books, and records of a specified  Person,  including
without limitation  financial  statements,  budgets,  projections, ledgers,
journals,   deeds,   titles,   policies,   manuals,  minute  books,   stock
certificates  and  books,  stock transfer ledgers,  Contracts,  franchises,
permits,  agency  lists,  policyholder   lists,  supplier  lists,  reports,
computer  files,  retrieval  programs,  operating   data   or   plans,  and
environmental studies or plans.

     "BUSINESS  DAY" shall mean a day other than Saturday, Sunday,  or  any
day  on which the  principal  commercial  banks  located  in  the  City  of
Indianapolis  are  authorized  or  obligated to close under the Laws of the
State of Indiana.

     "BUSINESS  OR  CONDITION"  shall  mean  the  organization,  existence,
authority,  capitalization,  business, licenses,  condition  (financial  or
otherwise), cash flow, management,  sales  force,  solvency, prospects, SAP
and  GAAP  results  of  operations, insurance or annuities  in  force,  SAP
capital and surplus, Mandatory  Securities  Valuation Reserve, Liabilities,
or Assets and Properties of a specified Person.

     "CERCLA" means the Comprehensive Environmental  Response, Compensation
and  Liability  Act,  42  U.S.C.  <section><section>  9601  ET   SEQ.,  any
amendments thereto, any successor statutes, and any regulations promulgated
thereunder.

     "CERTIFICATE" has the meaning set forth in SECTION 2.8.

     "CLOSING" has the meaning set forth in SECTION 2.18.

     "CODE"  shall  mean  the  Internal  Revenue  Code  of 1986, as amended
(including  without  limitation  any  successor  code), and the  rules  and
regulations promulgated thereunder.

     "CONSTITUENT CORPORATIONS" has the meaning set forth in the Preamble.

     "CONTAMINANT" means any waste, pollutant, hazardous or toxic substance
or waste, petroleum, petroleum-based substance or  waste, special waste, or
any constituent of any such substance or waste.


     "CONTRACT"  shall  mean  any  agreement,  lease,  sublease,   license,
sublicense,  promissory  note,  evidence of indebtedness, insurance policy,
annuity, reinsurance agreement, reinsurance  treaty,  or  other contract or
commitment (whether written or oral).

     "DAMAGES" shall mean any and all monetary damages, Liabilities, fines,
fees, penalties, interest obligations, deficiencies, losses,  and  expenses
(including without limitation punitive, treble, or other exemplary or extra
contractual  damages,  amounts  paid  in settlement, interest, court costs,
costs  of  investigation,  fees  and expenses  of  attorneys,  accountants,
actuaries, and other experts, and  other  expenses  of litigation or of any
claim, default, or assessment).

     "DISCLOSURE SCHEDULE" shall mean the bound record, dated the effective
date of the Amended and Restated Merger Agreement, furnished  by  Savers to
SMC,   and  containing  all  lists,  descriptions,  exceptions,  and  other
information  and  materials as are required to be included therein pursuant
to the Amended and Restated Merger Agreement.

     "DISSENTING SHARES" has the meaning set forth in SECTION 2.14.

     "EFFECTIVE TIME" has the meaning set forth in SECTION 2.2.

     "ELECTION" has the meaning set forth in SECTION 2.7.

     "ELECTION DATE" has the meaning set forth in SECTION 2.7.

     "EMPLOYEE PENSION  BENEFIT  PLAN"  shall  mean  each  employee pension
benefit plan (whether or not insured), as defined in Section 3(2) of ERISA,
which is or was in existence on or before the Effective Time  and  to which
Savers is or may hereafter become obligated in any manner as an employer.

     "EMPLOYEE  WELFARE  BENEFIT  PLAN"  shall  mean  each employee welfare
benefit plan (whether or not insured), as defined in Section 3(1) of ERISA,
which is or was in existence on or before the Effective  Time  and to which
Savers is or may hereafter become obligated in any manner as an employer.

     "ENVIRONMENTAL  ENCUMBRANCE"  means  an  Encumbrance  in favor of  any
Governmental  Body  for (i) any liability under any Environmental  Law,  or
(ii) damages arising  from,  or costs incurred by such Governmental Body in
response to, a Release or threatened  Release  of  a  Contaminant  into the
environment.

     "ENVIRONMENTAL  LAW"  means  all Requirements of Laws derived from  or
relating to all federal, state and local laws or regulations relating to or
addressing the environment, health  or safety, including but not limited to
CERCLA, OSHA and RCRA and any state equivalent thereof.

     "ERISA" shall mean the Employee  Retirement  Income  Security  Act  of
1974,  as amended (including without limitation any successor act), and the
rules and regulations promulgated thereunder.

     "ERISA  AFFILIATE"  shall  mean  any  Person  under common control (as
defined in Section 414 of the Code) with Savers.

     "EXCESS SHARES" has the meaning set forth in SECTION 2.10.

     "EXCHANGE ACT" means the Securities Exchange Act  of  1934, as amended
(together with the rules and regulations promulgated thereunder).

     "EXCHANGE AGENT" has the meaning set forth in SECTION 2.8.

     "EXCHANGE FUND" has the meaning set forth in SECTION 2.8.

     "EXPENSES"  means  any  and  all expenses incurred in connection  with
investigating, defending or asserting any claim, action, suit or proceeding
incident to any matter indemnified  against  hereunder  (including, without
limitation,  court  filing  fees, court costs, arbitration fees  or  costs,
witness fees, and reasonable  fees  and  disbursements  of  legal  counsel,
investigators,   expert   witnesses,  consultants,  accountants  and  other
professionals).

     "FINANCIAL STATEMENTS" has the meaning set forth in SECTION 3.11.

     "FORM OF ELECTION" has the meaning set forth in SECTION 2.7.

     "FORMULA" shall have the meaning set forth in EXHIBIT B.

     "FRACTIONAL SECURITIES  FUND"  shall  have  the  meaning  set forth in
SECTION 2.10.

     "GAAP"   shall   mean   generally   accepted   accounting  principles,
consistently applied throughout the specified period and in the immediately
prior comparable period.

     "GOVERNMENTAL  ENTITY"  means any foreign, federal,  state,  local  or
other governmental authority or regulatory entity.

     "GOVERNMENTAL PERMITS" means  Seller  owns,  holds  or  possesses  all
licenses,  franchises, permits, privileges, immunities, approvals and other
authorizations from a Governmental Body.

     "IMPROVEMENTS  ACT" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
     "IMR" shall mean  the  interest  maintenance  reserve  required  to be
established and maintained by Savers at any particular date, calculated  in
accordance with SAP.

     "IRS"  shall  mean  the  United States Internal Revenue Service or any
successor agency.

     "LAW OR LAWS" shall mean all  laws, statutes, ordinances, regulations,
and other pronouncements having the  effect  of law in the United States of
America, any foreign country, or any domestic  or  foreign state, province,
commonwealth,   city,   country,  municipality,  territory,   protectorate,
possession, court, tribunal,  agency,  government,  department, commission,
arbitrator, board, bureau, or instrumentality thereof.

     "LIABILITY  OR  LIABILITIES"  shall mean all debts,  obligations,  and
other  liabilities  of  a Person (whether  absolute,  accrued,  contingent,
fixed, or otherwise, or whether due or to become due).

     "LIEN" shall mean any mortgage, pledge, assessment, security interest,
lease, sublease, lien, adverse claim, levy, charge, or other encumbrance of
any kind, or any conditional  sale  Contract,  title retention Contract, or
other Contract to give or to refrain from giving any of the foregoing.

     "NAIC" shall mean the National Association of Insurance Commissioners.

     "NCBCA" has the meaning set forth in SECTION 2.1.

     "NON-ADMITTED ASSETS" shall mean any assets of the Company required to
be reported as "assets not admitted" on EXHIBIT  13 of any Annual Statement
or Quarterly Statement filed by Savers.

     "OSHA"  means  the  Occupational  Safety  and Health  Act,  29  U.S.C.
<section><section>  651  ET  SEQ.,  any  amendment thereto,  any  successor
statute, and any regulations promulgated thereunder.

     "OWNED REAL PROPERTY" has the meaning set forth in SECTION 3.20.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation established
under ERISA.

     "PERSON" means any natural person, corporation,  general  partnership,
limited  partnership,  proprietorship,  trust,  union, association,  court,
tribunal,  agency,  government,  department,  commission,   self-regulatory
organization, arbitrator, board, bureau, instrumentality, or  other entity,
enterprise, authority, or business organization.

     "PROXY STATEMENT" has the meaning set forth in SECTION 3.9.

     "QUARTERLY  STATEMENT"  shall  mean any quarterly statement of  Savers
filed with or submitted to the insurance  regulatory authority in the State
of North Carolina on forms prescribed or permitted by such authority.

     "RCRA" means the Resource Conservation  and  Recovery  Act,  42 U.S.C.
<section><section>  6901  ET  SEQ.,  and  any  successor  statute,  and any
regulations promulgated thereunder.

     "REGISTRATION STATEMENT" has the meaning set forth in SECTION 3.9.

     "RELEASE" means release, spill, emission, leaking, pumping, injection,
deposit,  disposal,  discharge,  dispersal,  leaching  or  migration  of  a
Contaminant  into  the  indoor or outdoor environment or into or out of any
Property of Savers, including  the  movement  of Contaminants through or in
the air, soil, surface water, groundwater or Property of Savers.

     "REQUIREMENTS  OF  LAW" means any foreign, federal,  state  and  local
laws, statutes, regulations,  rules,  codes or ordinances enacted, adopted,
issued  or  promulgated  by  any  Governmental   Body  (including,  without
limitation, those pertaining to electrical, building, zoning, environmental
and occupational safety and health requirements) or common law.

     "SAC" has the meaning set forth in the Preamble.

     "SAP" shall mean the accounting practices required or permitted by the
National   Association  of  Insurance  Commissioners  and   the   insurance
regulatory authority  in  the State of North Carolina, consistently applied
throughout the specified period  and  in  the  immediately prior comparable
period.

     "SAP   STATEMENTS"   shall  mean  the  Annual  Statements,   Quarterly
Statements, and other financial  statements  and  presentations  of  Savers
prepared  in  accordance  with  SAP  and  delivered  to  SMC pursuant to of
SECTIONS 3.7, 3.11 and 6.2.

     "SAVERS" has the meaning set forth in the Preamble.

     "SAVERS AGREEMENT" has the meaning set forth in SECTION 3.22.

     "SAVERS COMMON STOCK" shall have the meaning ascribed  to  it  in this
Amended and Restated Merger Agreement.

     "SAVERS  STOCKHOLDERS MEETING" has the meaning as set forth in SECTION
8.1.

     "SAVERS STOCK OPTION" has the meaning set forth in SECTION 8.4.

     "SEC" shall mean the Securities and Exchange Commission.

     "SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended
(together with the rules and regulations promulgated thereunder).

     "SMC" shall mean Standard Management Corporation.

     "SMC  COMMON  STOCK"  shall  have  the  meaning  ascribed to it in the
Preamble of this Amended and Restated Merger Agreement.

     "SMC SECURITIES" has the meaning set forth in SECTION 4.6.

     "SMC STOCKHOLDERS MEETING" has the meaning set forth in SECTION 8.1.

     "STANDARD  VALUATION  OFFICE"  shall  mean  the financial  instruments
rating entity for the NAIC.

     "STOCKHOLDER MEETINGS" has the meaning set forth in SECTION 8.1.

     "SURVIVING CORPORATION" has the meaning set forth in SECTION 2.1.

     "TAXES" shall mean all taxes, charges, fees,  levies, or other similar
assessments  or  Liabilities,  including without limitation  income,  gross
receipts, ad valorem, premium, excise,  real  property,  personal property,
windfall profit, sales, use, transfer, licensing, withholding,  employment,
payroll,  Phase  III,  and franchise taxes imposed by the United States  of
America or any state, local,  or  foreign  government,  or  any subdivision
agency,  or  other  similar  Person  of  the  United  States  or  any  such
government;  and  such  term  shall include any interest, fines, penalties,
assessments,  or  additions to tax  resulting  from,  attributable  to,  or
incurred in connection with any such tax or any contest or dispute thereof.

     "TAX RETURNS"  shall  mean  any  report,  return, or other information
required to be supplied to a taxing authority in connection with Taxes.

     "THIRD PARTY ACQUISITION EVENT" has the meaning  set  forth in SECTION
13.3.

     "WORK PAPERS" shall mean all summaries, calculations, compilations and
similar written documentation derived from the accounts of Savers  and used
or prepared by accountants in the process of computing Adjusted Capital and
Surplus.

<PAGE>

                                                        EXHIBIT B

                      FORMULA FOR DETERMINING
              ADJUSTED CAPITAL AND SURPLUS OF COMPANY
                     AS OF THE EFFECTIVE TIME

     The Adjusted Capital and Surplus of Savers on the Effective Time shall
be determined as follows (the "Formula"):

     1.  SAP Capital and Surplus as of the month end prior to the Effective
Time, PLUS:

     2.   The AVR held by Savers as of the month end prior to the Effective
Time.
<PAGE>
                                                        EXHIBIT C

             FORM OF CERTIFICATE OF OFFICER OF SAVERS


     At the  Effective  Time,  Savers  shall  deliver to SMC a certificate,
dated the Effective Time, executed by the Chief  Executive Officer or Chief
Financial Officer of Savers, to the following effect:

     Pursuant to the provisions of SECTION 10.3 of that certain Amended and
Restated Merger Agreement dated December ___, 1997 (the "Agreement") by and
among  Savers  Life  Insurance  Company  ( "Savers"), Standard  Acquisition
Corporation ("SAC") and Standard Management  Corporation  ("SMC"),  I,  the
undersigned  [Chief Executive Officer/Chief Financial Officer] of Savers do
hereby certify to SMC as follows:

     1.     That  I  am  the  duly  elected  [Chief Executive Officer/Chief
Financial Officer] of Savers, and in that capacity have the requisite power
and authority to execute and deliver this certificate on behalf of Savers;

     2.     That  the  representations and warranties  of  Savers  made  in
connection with the Agreement  and  contained in Article III thereof and in
the Disclosure Schedule attached to the  Agreement  and  the certifications
given pursuant to SECTION 6.2(C) of the Agreement are true  and  correct as
of the date of this certificate as though made by Savers on and as  of this
date, whether or not they were untrue or incorrect prior to such date;

     3.     That  Savers  has  performed  and complied with all agreements,
covenants, obligations and conditions required  by  the  Agreement to be so
performed or complied with by Savers at or before the Effective Time; and

     4.     That all of the conditions to the obligations  of SMC under the
Agreement have been fulfilled.
<PAGE>
                                                        EXHIBIT D

                 FORM OF SAVERS' COUNSEL'S OPINION


     At  the  Closing,  Savers  shall  deliver  to SMC the opinion  of  its
counsel, Womble Carlyle Sandridge & Rice, to the following effect:

     1.  Savers is a corporation duly organized,  validly  existing  and in
good  standing  under  the laws of the State of North Carolina and has full
corporate power and authority to enter into the Amended and Restated Merger
Agreement and perform its obligations thereunder.

     2.  Savers is an insurance  company  duly  organized, validly existing
and in good standing under the laws of the State  of North Carolina, and is
duly licensed, qualified or admitted to do business and is in good standing
in all jurisdictions listed on SECTION 3.1 of the Disclosure Schedule.

     3.  Savers has full corporate power and authority  to  enter  into the
Amended  and  Restated  Merger Agreement and to consummate the transactions
contemplated hereby and thereby  and  to  comply with the terms, conditions
and provisions thereof.  The execution, delivery  and performance by Savers
of the Amended and Restated Merger Agreement and the actions to be taken by
Savers contemplated thereby have been duly and validly  authorized  by  all
necessary  corporate action on the part of Savers.  Pursuant to the Savers'
Articles of  Incorporation  and Bylaws of Savers, the affirmative vote of a
majority of the votes that holders  of  the  outstanding  shares  of Savers
Common  Stock  are entitled to cast is the only vote of the holders of  any
class or series  of  Savers' capital stock necessary to approve the Amended
and Restated Merger Agreement  and  the  transactions contemplated thereby.
The  Amended  and Restated Merger Agreement  has  been  duly  executed  and
delivered by Savers  and  constitutes  the  valid and binding obligation of
Savers, and is enforceable against Savers in  accordance  with  its  terms,
except  to the extent that (a) enforcement may be limited by or subject  to
any bankruptcy,  insolvency,  reorganization,  moratorium  or other similar
Laws  now or hereafter in effect relating to or limiting creditors'  rights
generally  and  (b)  the  remedy of specific performance and injunctive and
other forms of equitable relief  are  subject to certain equitable defenses
and to the discretion of the court or other  Person  before  which any such
proceeding  therefor  may  be brought.  Upon the filing of the Articles  of
Merger with the Secretary of  State  of  North  Carolina,  the  merger will
become  effective  under North Carolina law in accordance with the  Amended
and Restated Merger Agreement.

     4.  (i) the authorized  capital stock of Savers consists of 20,000,000
shares of Common Stock, __________ of which are outstanding, ___________ of
which were reacquired by Savers  and  not  subsequently  reissued  and  the
remainder of which have never been issued by Savers;

         (ii) all of the outstanding shares of Savers Common Stock are duly
and validly issued and outstanding fully paid and nonassessable;

         (iii)  none  of the issued and outstanding shares of Savers Common
Stock has been issued in violation of the preemptive rights of any person;

         (iv) except for  the  Amended and Restated Merger Agreement and as
disclosed in the Schedules and Exhibits  thereto,  there are no agreements,
arrangements, warrants, options, puts, calls, rights  or other commitments,
plans  or understandings of any character relating to the  issuance,  sale,
purchase,   redemption,  conversion,  exchange,  registration,  voting,  or
transfer of any  shares  of  Savers Common Stock or any other securities of
Savers; and

         (v) except pursuant to applicable laws, there are no restrictions,
including but not limited to self-imposed  restrictions,  on  the  retained
earnings  of  Savers  or  on  the  ability  of  Savers  to  declare and pay
dividends.

     5.  The  execution  and  delivery  of the Amended and Restated  Merger
Agreement  by  Savers  does  not,  and the performance  by  Savers  of  its
obligations  under  the Amended and Restated  Merger  Agreement  will  not,
subject to obtaining  the approvals contemplated by ARTICLES VIII, IX and X
of the Amended and Restated  Merger  Agreement,  (a)  violate  any  term or
provisions  of any Law or any writ, judgment, decree, injunction or similar
order applicable  to  Savers; (b) conflict with or result in a violation or
breach of, or constitute  (with or without notice or lapse of time or both)
a  default  under, any of the  terms,  conditions,  or  provisions  of  the
articles or certificate of incorporation or Bylaws of Savers; (c) result in
the creation  or  imposition of any Lien upon Savers, or any of its  Assets
and Properties that  individually  or in the aggregate with any other Liens
has or may reasonably be expected to  have a material adverse effect on the
validity or enforceability of the Amended and Restated Merger Agreement, on
the  ability of Savers to perform its obligations  under  the  Amended  and
Restated  Merger  Agreement,  or on the Business or Condition of Savers; of
(d) conflict with or result in  a  violation  or  breach  of, or constitute
(with or without notice or lapse of time or both) a default  under, or give
to  any  Person  any  right of termination, cancellation, acceleration,  or
modification in or with respect to, any Contract to which Savers is a party
or by which any of its  Assets  or  Properties may be bound and as to which
any such conflicts, violations, breaches,  defaults  or rights individually
or in the aggregate have or may reasonably be expected  to  have a material
adverse  effect  on  the  validity  or  enforceability  of the Amended  and
Restated  Merger  Agreement,  on  the  ability  of  Savers  to perform  its
obligations  under  the Amended and Restated Merger Agreement,  or  on  the
Business or Condition of Savers.

     6.  Any consent,  approval,  order or authorization of, or any waiting
period imposed by any regulatory authority  under  federal  or  state  law,
including the laws of the State of North Carolina and the State of Indiana,
which require Savers to obtain any consent, approval, or action of, or make
any  filing  with  or give any notice to, any person except those which the
failure to obtain, make,  or give individually or in the aggregate with any
other such failures has or  may  reasonably be expected to have no material
adverse  effect  on  the validity or  enforceability  of  the  Amended  and
Restated Merger Agreement,  or  in  the Business or Condition of Savers, in
connection with the execution and delivery  of  the  Amended  and  Restated
Merger Agreement and the performance by Savers of its obligations under the
Amended and Restated Merger Agreement has been obtained or, in the case  of
any such waiting period, has expired.

     7.  The  Proxy Statement prepared by Savers in accordance with SECTION
8.2 of the Amended  and  Restated  Merger  Agreement and used in connection
with  the  Savers  Stockholders Meeting, and the  delivery  of  such  Proxy
Statement, complied  in  all respects with the provisions of NCBCA.  In the
course of our participation  in  the preparation of the Proxy Statement, we
discussed the disclosure and other  requirements  applicable  to  the Proxy
Statement with responsible officers of Savers, and have advised them  as to
the  materiality  of  certain statements of fact.  We do not, however, make
any  representation  or  express   any   opinion  as  to  the  accuracy  of
completeness  of  any factual matters described  in  the  Proxy  Statement.
However,  in  the course  of  our  preparation  and  review  of  the  Proxy
Statement, nothing  came  to our attention to indicate that the description
of factual matters therein  was  inaccurate  or  incomplete in any material
respect.

     8.  To such counsel's actual knowledge, except as disclosed in SECTION
3.13  of  the  Disclosure  Schedule:  (a)  there  are  no   actions,  suits
investigations or proceedings pending or threatened against Savers  or  any
of Assets and properties, at law or in equity, in, before, or by any Person
that individually or in the aggregate have or may reasonably be expected to
have  a  material  adverse  effect on the validity or enforceability of the
Amended and Restated Merger Agreement,  on the ability of Savers to perform
its obligations under the Amended and Restated  Merger Agreement, or on the
Business  or Condition of Savers; and (b) there are  no  writs,  judgments,
decrees or similar orders of any Person restraining, enjoining or otherwise
preventing consummation of the transactions contemplated by the Amended and
Restated Merger Agreement.

     9.  Savers  does  not  have any security (i) required to be registered
pursuant to the Securities Exchange  Act of 1934, as amended, and the rules
and  regulations  promulgated  thereunder  (the  "Exchange  Act")  or  (ii)
registered on a national securities  exchange as contemplated by Section 12
(b)  of the Exchange Act.  In particular,  the  securities  of  Savers  are
exempt from the requirements of Section 12(q) of the Exchange Act by virtue
of Section 12(g) (2) (G) of the Exchange Act.

     10. Each  holder of 5% or more of Savers Common Stock and each officer
of  Savers  (the "Principal  Stockholders")  has,  to  our  knowledge,  the
capacity  to  enter   into   the   Lockup  Agreements,  to  consummate  the
transactions contemplated thereby and  to comply with the terms, conditions
and provisions thereof.  Each Lockup Agreement  has  been duly executed and
delivered by each Principal Stockholder and, upon execution and delivery by
the other parties thereto, the Lockup Agreements will  constitute the valid
and  binding  obligation  of  such  Principal Stockholders, enforceable  in
accordance with its terms, subject to  (a)  general  principles  of equity,
regardless of whether enforcement is sought in a proceeding in equity or at
law, and (b) bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium,  receivership or other similar laws now or hereafter in  effect
relating to or  affecting  creditors' rights or remedies generally; and, to
our  knowledge, the execution,  delivery  and  performance  of  the  Lockup
Agreements by such Principal Stockholders will not result in a breach of or
loss of  rights  under  or constitute a default under or a violation of any
trust (constructive or other),  agreement, judgment, decree, order or other
instrument to which he is a party  or  by  which  he  or  his properties or
assets may be bound.

     11. Except  for  those  stockholders listed on Schedule ____  attached
hereto,  each  of  the  Savers stockholders  has  effectively  waived  such
stockholder's rights of appraisal  under  the  NCBCA,  with  respect to the
Merger, subject to judicial power of reinstatement.
<PAGE>
                                                        EXHIBIT E

               FORM OF CERTIFICATE OF OFFICER OF SMC


     At  the  Effective  Time,  SMC  shall deliver to Savers a certificate,
dated the Effective Time, executed by  the Chief Executive Officer or Chief
Financial Officer of SMC, to the following effect:

     Pursuant to the provisions of SECTION 11.3 of that certain Amended and
Restated Merger Agreement dated December ___, 1997 (the "Agreement") by and
among  Savers  Life  Insurance  Company  ("Savers"),  Standard  Acquisition
Corporation ("SAC") and Standard Management  Corporation  ("SMC"),   I, the
undersigned  [Chief  Executive  Officer/Chief  Financial Officer] of SMC do
hereby certify to Savers as follows:

     1.     That  I  am  the  duly  elected [Chief Executive  Officer/Chief
Financial Officer] of SMC, and in that  capacity  have  the requisite power
and authority to execute and deliver this certificate on behalf of SMC;

     2.     That  the representations and warranties of SMC  in  connection
with the Agreement and contained in Article IV thereof are true and correct
as of the date of this  certificate as though made by SMC on and as of this
date, whether or not they were untrue or incorrect prior to such date;

     3.     That  SMC has  performed  and  complied  with  all  agreements,
covenants, obligations  and  conditions  required by the Agreement to be so
performed or complied with by SMC at or before the Effective Time; and

     4.     That all of the conditions to  the  obligations of Savers under
the Agreement have been fulfilled.
<PAGE>
                                                        EXHIBIT F

                  FORM OF SMC'S COUNSEL'S OPINION


     At  the  Closing,  SMC  shall deliver to Savers  the  opinion  of  its
counsel, Stephen M. Coons, to the following effect:

     1.  SMC is a life insurance  holding  company  duly organized, validly
existing and in good standing under the laws of the State  of  Indiana  and
has  full  corporate  power  and  authority  to  enter into the Amended and
Restated Merger Agreement and perform its obligations thereunder.

     2.  The  execution  and delivery of the Amended  and  Restated  Merger
Agreement by SMC and the performance  of  its  obligations  thereunder have
been duly and validly authorized by all necessary corporate action  on  the
part  of SMC, and the Amended and Restated Merger Agreement constitutes the
legal,  valid, and binding obligation of SMC and is enforceable against SMC
in accordance with the terms, except to the extent that (a) enforcement may
be limited  by  or  subject  to any bankruptcy, insolvency, reorganization,
moratorium, or similar Laws now  or  hereafter  in  effect  relating  to or
limiting  creditors'  rights  generally  and  (b)  the  remedy  of specific
performance and injunctive and other forms of equitable relief are  subject
to  certain  equitable defenses and to the discretion of the court or other
similar Person before which any such proceeding therefor may be brought.

     3.  The execution  and  delivery  of  the  Amended and Restated Merger
Agreement by SMC does not, and the performance by  SMC  of  its obligations
under  the  Amended  and  Restated  Merger  Agreement will not, subject  to
obtaining the approvals contemplated by Articles  VIII,  IX  and  X  of the
Amended  and  Restated Merger Agreement, (a) violate any term or provisions
of any Law or any  writ,  judgment,  decree,  injunction  or  similar order
applicable to SMC; (b) conflict with or result in a violation or breach of,
or constitute (with or without notice or lapse of time or both)  a  default
under,  any  of  the  terms,  conditions,  or provisions of the articles or
certificate of incorporation or Bylaws of SMC;  (c)  result in the creation
or imposition of any Lien upon SMC or any of its Assets and Properties that
individually or in the aggregate with any other Liens has or may reasonably
be  expected  to  have  a  material  adverse  effect  on  the  validity  or
enforceability  of  the  Amended  and  Restated Merger Agreement or on  the
ability of SMC to perform its obligations  thereunder; or (d) conflict with
or  result  in  a violation or breach of, or constitute  (with  or  without
notice or lapse of  time  or  both) a default under, or give any Person any
right of termination, cancellation,  acceleration,  or  modification  in or
with  respect  to,  any Contract to which SMC is a party or by which any of
its Assets or Properties  may  be bound and as to which any such conflicts,
violations, breaches, defaults or  rights  individually or in the aggregate
have or may reasonably be expected to have a material adverse effect on the
validity or enforceability of the Amended and  Restated Merger Agreement or
on  the ability of SMC to perform its obligations  under  the  Amended  and
Restated Merger Agreement.

     4.  Any  consent,  approval, order or authorization of, or any waiting
period imposed by any regulatory  authority  under  federal  or  state law,
including the laws of the State of North Carolina and the State of Indiana,
which require SMC to obtain any consent, approval or action of, or make any
filing  with  or  give  any  notice  to,  any Person except those which the
failure to obtain, make, or give individually  or in the aggregate with any
other  such  failures has or may be expected to have  no  material  adverse
effect on the validity or enforceability of the Amended and Restated Merger
Agreement or on the ability of SMC to perform its obligations thereunder in
connection with  the  execution  and  delivery  of the Amended and Restated
Merger Agreement and the performance by SMC of its  obligations  thereunder
has been obtained or, in the case of any such waiting period, has expired.


<PAGE>
                                                       EXHIBIT G

             CONSULTING AGREEMENT AND AGREEMENT NOT TO COMPETE

     THIS   CONSULTING   AGREEMENT   AND  AGREEMENT  NOT  TO  COMPETE  (THE
"AGREEMENT"), entered into this ____ day  of  ________________, ____ by and
between Savers Life Insurance Company, whose address  is  8064  North Point
Boulevard,  Ste.  #201,  Winston-Salem,  North Carolina, 27106 (hereinafter
referred to as the "Company") and Jerry D.  Stoltz,  Sr.,  whose address is
4355  Mashie Drive, Pfafftown, North Carolina, 27040 (hereinafter  referred
to as the "Consultant").

     1.  CONSULTATION  SERVICES.  The Company hereby engages the Consultant
to perform consulting services  regarding  specifically  assigned  projects
including but not restricted to the following:

     a.  Advising,  consulting,  structuring  and  reviewing  marketing and
         sales programs and related matters regarding the Company and other
         affiliated companies.

     b.  Such  other projects as may be assigned to the Consultant  by  the
         Company.

     2.  TERM OF  AGREEMENT.   This  Agreement  will begin on ____________,
1998 and terminate on ____________, 2001.  Upon thirty  (30)  days  written
notice,  at  the option of either the Company or the Consultant, after  the
expiration of  one  (1)  year  from  the  effective date of this Agreement,
either party may terminate the provision of  consulting  services, and this
Agreement  will  continue  for  the remaining term as an agreement  not  to
compete, payable in equal monthly  installments  for  the remaining term of
the Agreement.

     3.  TIME DEVOTED BY CONSULTANT.  It is anticipated that the Consultant
will  devote  substantially all of his time in fulfilling  its  obligations
under this Agreement.   The  particular amount of time may vary from day to
day or week to week.

     4.  PLACE WHERE SERVICES  MAY BE RENDERED.  The Consultant may perform
services in accordance with this  Agreement at his home or at the principal
office of Savers Life Insurance Company, where Consultant shall be provided
with  an  office and telephone, as well  as  appropriate  supporting  staff
services, for  so long as he continues to provide consulting services under
this Agreement.

     5.  PAYMENTS  TO  CONSULTANT.   The Company will pay the Consultant an
annual fee of One Hundred Fifty Thousand  Dollars  ($150,000.00) payable in
monthly installments of Twelve Thousand Five Hundred  Dollars  ($12,500.00)
commencing  ______________,  _____,  1998.   In  the  event of Consultant's
death, any remaining payments due under this Agreement shall be made to the
estate  of  the  Consultant.   In  addition,  the  company shall  reimburse
Consultant for all travel, entertainment and other business  expenses  that
are  reasonably incurred by Consultant in the conduct of his services under
this Agreement  upon  receipt  of  itemized  expense  reports  approved  in
accordance with the Company's customary procedure.

     6.  INDEPENDENT CONTRACTOR.  Both the Company and the Consultant agree
that   the  Consultant  will  act  as  an  independent  contractor  in  the
performance   of   his  duties  under  this  Agreement.   Accordingly,  the
Consultant shall be responsible for payment of all taxes including federal,
state  and local taxes  arising  out  of  the  Consultant's  activities  in
accordance  with  this  Agreement, including by way of illustration but not
limitation, federal and state income tax, social security tax, unemployment
insurance tax, and any other taxes or business license fees as required.

     7.  CONFIDENTIAL  INFORMATION.    The   Consultant   agrees  that  any
information  received  by  the  Consultant  during any furtherance  of  the
Consultant's obligations in accordance with this  Agreement, which concerns
the business, financial or other affairs of the Company  will be treated by
the  Consultant in full confidence and will not be revealed  to  any  other
persons,  firms  or  organizations without the prior written consent of the
Company, for a period  of  three  (3) years from the earlier of the date of
termination of this Agreement or the  providing of consultation services in
paragraph 1 hereof.  Upon the termination of this Agreement for any reason,
Consultant  hereby agrees to fully and finally  account  for  all  records,
property, equipment  and  things of value, and to immediately surrender any
and all such records, property,  equipment  and  things  of  value  to  the
Company.

     8.  AGREEMENT  NOT TO COMPETE.  Consultant agrees that for a period of
three (3) years from  the  earlier  of  the  date  of  termination  of this
Agreement  or the providing of consultation services in paragraph 1 hereof,
he shall not  (x)  directly  or  indirectly sell or attempt to sell, within
North Carolina, on behalf of himself  or  any  other person, corporation or
entity,  any  type  of product marketed by the Company  at  the  time  this
Agreement terminated,  (y)  directly  or indirectly sell or attempt to sell
any type of product marketed by the Company  at  the  time  this  Agreement
terminated to any person, corporation or other entity that is a customer of
the  Company  at  the  time  this  Agreement terminated, and (z) except for
engaging  in  construction  lending  activities,   within  North  Carolina,
directly  or  indirectly, own, manage, operate, control,  be  employed  by,
participate  in,  or  be  connected  in  any  manner  with  the  ownership,
management, operation,  or  control  of any business similar to the type of
business  conducted  by  the  Company  at  the   time   of  termination  of
Consultant's Agreement hereunder; provided, however, that Consultant may be
a shareholder of less than five percent (5%) of the outstanding  shares  of
voting stock of any company listed on a recognized stock exchange or traded
on the NASDAQ National Market System.

     9.  MAJOR  MEDICAL  INSURANCE.   The Company shall continue to provide
the Consultant with major medical insurance  coverage which is currently in
effect through his spouse's employer and shall reimburse the Consultant for
the cost of the premium of such major medical  insurance  coverage  or make
direct  payment  of  the  premium for such coverage during the term of this
Agreement.

     10. SURVIVAL.   The  confidentiality  and  agreement  not  to  compete
obligations described in this  Agreement  are  intended  to  be binding and
survive any termination of this Agreement.

     11. NOTICES.   Any  notices  or communications contemplated  hereunder
shall  be  delivered  to  the parties by  certified  mail,  return  receipt
requested, unless provided otherwise herein, at the following addresses:

     To the Consultant:         Jerry D. Stoltz, Sr.
                                4355 Mashie Drive
                                Pfafftown, North Carolina 27040


     To the Company:            Savers Life Insurance Company
                                8064 North Point Boulevard, Ste. #201
                                Winston-Salem, North Carolina  27106
                                Attention:

     12. ARBITRATION.  Any  unresolved  difference  of  opinion between the
parties  arising  out  of  or relating to this Agreement or breach  thereof
shall first be discussed between the parties for the purpose of negotiating
a compromise solution to the  dispute.   Such  discussion  shall take place
within  a  two-week  period  following  declaration  by one party  that  an
unresolved difference of opinion exists.  Only after exhausting  efforts to
resolve  such  a dispute in this manner will an issue be deemed subject  to
dispute resolution  by  a  third  party.   In  that  event,  all unresolved
disputes  arising out of or related to this agreement shall be  settled  by
arbitration  in  accordance  with  the  commercial arbitration rules of the
American Arbitration Association and the  expedited procedures thereof, and
judgment upon the award rendered by the arbitrator  may  be  entered in any
court  having  jurisdiction thereof.  The arbitration shall take  place  in
Charlotte, North Carolina.

     13. WAIVER.   A  waiver  of  a breach of the Agreement or a failure to
exercise any right under this Agreement by any party shall not constitute a
waiver as to any further breach, similar  or  dissimilar,  or  prevent  the
exercise of any future right under this Agreement.

     14. INVALIDITY.   If  any  provision  or  provisions of this Agreement
shall  be  held  to  be invalid, illegal, or unenforceable,  the  validity,
legality and enforceability of the remaining provisions shall not be in any
way affected or impaired thereby.

     15. ENTIRE   AGREEMENT.     This   Agreement   contains   the   entire
understanding  of  the  parties  concerning  the  subject  matter  of  this
Agreement, shall be construed in accordance  with applicable North Carolina
law, supersedes all prior agreements concerning  the  subject matter hereof
between the parties and their employees and agents.  This Agreement may not
be modified or terminated orally.  This Agreement may not  be  assigned  by
the  parties  without  the  prior written consent of the other party.  This
Agreement  is  binding  upon the  parties  hereto,  their  heirs,  assigns,
transferees, executors and personal representatives.
     IN WITNESS WHEREOF,  the  parties hereto have executed this Consulting
Agreement and Agreement Not To Compete  on  the  day  and  year first above
written.

"CONSULTANT"
Jerry D. Stoltz, Sr.

____________________________________
Jerry D. Stoltz, Sr.


"COMPANY"
Savers Life Insurance Company


By:  _____________________________________
<PAGE>
                                                          EXHIBIT H
__________________, 1997

Standard Management Corporation
9100 Keystone Crossing
Suite #600
Indianapolis, Indiana  46240

Dear Sirs:

This  letter agreement (the "Letter Agreement") is being delivered  to  you  in
connection  with the proposed Amended and Restated Agreement and Plan of Merger
(the  "Amended  and  Restated  Merger  Agreement")  among  Standard  Management
Corporation,  an  Indiana corporation ("SMC"), Standard Acquisition Corporation
("SAC") and Savers  Life  Insurance  Company  ("Savers") in connection with the
issuance  of  SMC  Common  Stock, no par value (the  "SMC  Common  Stock"),  to
shareholders of Savers.

In  order to induce SMC and SAC  to  close  the  Amended  and  Restated  Merger
Agreement,  the  undersigned  agrees not to offer, sell or contract to sell, or
otherwise dispose of, directly  or  indirectly, or announce an offering of, any
shares  of  SMC Common Stock beneficially  owned  by  the  undersigned  or  any
securities convertible  into, or exchangeable or exercisable for, shares of SMC
Common Stock for a period  of  one  (1)  year  following  the  day which is the
Effective  Time  of the Merger without your prior written consent,  other  than
shares of SMC Common  Stock  disposed  of  as  bona  fide gifts, so long as any
recipient of such bona fide gifts agrees in writing (delivered  to  SMC)  to be
bound by the restrictions set forth herein.

The  undersigned  further  agrees  that,  at any meeting of the stockholders of
Savers, the undersigned shall vote (or cause  to be voted) all shares of Common
Stock,  no  par  value,  of Savers (the "Savers Shares")  held  of  record  (or
beneficially) by the undersigned:

          (a) in favor of  the  Merger  and  the  adoption  of  the Amended and
Restated Merger Agreement;

          (b) against any action or agreement that would result in  a breach of
any covenant, representation or warranty, or any other obligation or agreement,
of Savers under the Amended and Restated Merger Agreement; or

          (c) against any action that is intended, or that could reasonably  be
expected,  to  impede,  interfere  with,  delay,  postpone  or  discourage,  or
adversely  affect  the contemplated economic benefits to SMC of, the Merger and
the actions or transactions  contemplated  by  the  Amended and Restated Merger
Agreement or this Letter Agreement.

If for any reason the Amended and Restated Merger Agreement shall be terminated
prior  to the Effective Time (as defined in such Amended  and  Restated  Merger
Agreement), this Letter Agreement set forth above shall likewise be terminated.

Sincerely,


SMC SCHEDULE 5.6

Certain  of  the  outstanding  options  or  warrants to purchase
capital stock of SMC contain cashless exercise provision.