PIONEER FINANCIAL SERVICES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


          1.  Purpose.  Pioneer Financial Services, Inc., a Delaware corporation
(the "Company"), hereby adopts this Employee Stock Purchase Plan (the "Plan"). 
The purpose of the Plan is to provide an opportunity for the employees of the
Company and any designated subsidiaries to purchase shares of the Common Stock
of the Company through voluntary automatic payroll deductions, thereby
attracting, retaining and rewarding such persons and strengthening the mutuality
of interest between such persons and the Company's stockholders.

          2.  Shares Subject to Plan.  An aggregate of 500,000 shares (the
"Shares") of Common Stock of the Company may be sold pursuant to the Plan and
Pioneer Financial Services, Inc. Career Agent Stock Purchase Plan.  Such Shares
may be authorized but unissued Common Stock, treasury shares or Common Stock
purchased in the open market.  If there is any change in the outstanding shares
of Common Stock by reason of a stock dividend or distribution, stock split,
recapitalization, combination or exchange of shares, or a merger, consolidation
or other corporate reorganization in which the Company is the surviving
corporation, the number of Shares available for sale shall be equitably adjusted
by the Committee appointed to administer the Plan to give proper effect to such
change.

          3.  Administration.  The Plan shall be administered by a committee
(the "Committee") which shall be the Compensation Committee of the Board of
Directors or another committee consisting of not less than two directors of the
Company appointed by the Board of Directors, none of whom shall participate in
the Plan and all of whom shall qualify as disinterested persons within the
meaning of Securities and Exchange Commission Regulation Section 240.16b-3 or 
any successor regulation. The Committee is authorized, subject to the provisions
of the Plan, to establish such rules and regulations as it deems necessary for 
the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Shares made available hereunder as it deems necessary or advisable.  All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants and their legal representatives.  No member of
the Board, no member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, by any other member or employee
or by any agent to whom duties in connection with the administration of this
Plan have been delegated or, except in circumstances involving his or her bad
faith, gross negligence or fraud, for any act or failure to act by the member or
employee.

          4.  Eligibility.  All regular employees of the Company, and of each
qualified subsidiary of the Company designated for participation by the Board of
Directors, other than:

          (a)  employees whose customary employment is 20 hours or less per
     week; and

          (b)  employees whose customary employment is for not more than 5
     months per year; 

shall be eligible to participate in the Plan.  For the purposes of this Plan,
the term "qualified subsidiary" means any subsidiary, 50% or more of the total
combined voting power of all classes of stock in which is now owned or hereafter
acquired by the Company or any such qualified subsidiary.  

          5.  Participation.   An eligible employee may elect to participate in
the Plan as of any "Enrollment Date".  Enrollment Dates shall occur on the first
day of an Offering Period (as defined in paragraph 8).  Any such election shall
be made by completing and forwarding to the Company an enrollment and  payroll
deduction authorization form prior to such Enrollment Date, authorizing payroll
deductions in such amount as the employee may request but in no event less than
the minimum nor more than the maximum amount as the Committee shall determine. 
A participating employee may increase or decrease his payroll deductions as of
any subsequent Enrollment Date by completing and forwarding to the Company a
revised payroll deduction authorization form; provided, that changes in payroll
deductions shall not be permitted to the extent that they would result in total
payroll deductions below the minimum or above the maximum amount as is specified
by the Committee.  An eligible employee may not initiate, increase or decrease
payroll deductions as of any date other than an Enrollment Date except by
withdrawing from the Plan as provided in paragraph 7.  

          6.  Payroll Deduction Accounts.  The Company shall establish on its
books and records a "Payroll Deduction Account" for each participating employee,
and shall credit all payroll deductions made on behalf of each employee pursuant
to paragraph 5 to his or her Payroll Deduction Account.  No interest shall be
credited to any Payroll Deduction Account.

          7.  Withdrawals.  An employee may withdraw from an Offering Period at
any time by completing and forwarding a written notice to the Company.  Upon
receipt of such notice, payroll deductions on behalf of the employee shall be
discontinued commencing with the immediately following payroll period.  Amounts
credited to the Payroll Deduction Account of any employee who withdraws shall be
refunded to the employee as soon as practicable after the withdrawal.  The
employee may resume participation in the Plan at the next Enrollment Date, by
filing a new election in accordance with paragraph 5.

          8.  Offering Periods.  The Plan shall be implemented by consecutive
six-month Offering Periods with a new Offering Period commencing on the first
trading day on or after the first day of each January and July during the term
of the Plan, or on such other date as the Committee shall determine, and
continuing thereafter to the end of such period, subject to termination in
accordance with paragraph 17 hereof.  Notwithstanding the foregoing, the first
Offering Period hereunder shall commence on March 1, 1996, and shall end June
30, 1996.  "Trading day" shall mean a day on which the New York Stock Exchange
is open for trading.  The Committee shall have the power to change the duration
of Offering Periods (including the commencement dates thereof) with respect to
future offerings. The last trading day of each Offering Period prior to the
termination of the Plan (or such other trading date as the Committee shall
determine) shall constitute the purchase dates (the "Share Purchase Dates") on
which each employee for whom a Payroll Deduction Account has been maintained
shall purchase the number of Shares determined under paragraph 9(a).
Notwithstanding the foregoing, the Company shall not permit the exercise of any
right to purchase Shares

          (a)  to an employee who, immediately after the right is granted,
     would own shares possessing 5% or more of the total combined voting
     power or value of all classes of stock of the Company or any
     subsidiary; or

          (b)  which would permit an employee's rights to purchase shares
     under this Plan, or under any other qualified employee stock purchase
     plan maintained by the Company or any subsidiary, to accrue at a rate
     in excess of $25,000 in fair market value for each calendar year. 

For the purposes of subparagraph (a), the provisions of Section 424(d) of the
Internal Revenue Code shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under outstanding rights
or options shall be treated as shares owned by the employee.

          9.  Purchase of Shares.

          (a)  Subject to the limitations set forth in paragraphs 7 and 8,
     each employee participating in an offering shall purchase as many
     whole Shares (plus any fractional interest in a Share) as may be
     purchased with the amounts credited to his or her Payroll Deduction
     Account seven days prior to the Share Purchase Date (or such other
     date as the Committee shall determine) (the "Cutoff Date").  Employees     
     may purchase Shares only through payroll deductions, and cash
     contributions shall not be permitted.

          (b)  The "Purchase Price" for Shares purchased under the Plan
     shall be not less than the lesser of (i) an amount equal to 85% of the
     closing price of shares of Common Stock at the beginning of the
     Offering Period or (ii) an amount equal to 85% of the closing price of
     shares of Common Stock on the Share Purchase Date.  For these
     purposes, the closing price shall be as reported on the New York Stock
     Exchange Composite Transactions list as reported in the Wall Street
     Journal, Midwest Edition.  The Committee shall have the authority to
     establish a different Purchase Price as long as any such Purchase
     Price complies with the provisions of Section 423 of the Code.

          (c)  On each Share Purchase Date, the amount credited to each
     participating employee's Payroll Deduction Account as of the
     immediately preceding Cutoff Date shall be applied to purchase as many
     whole Shares (plus any fractional interest in a Share) as may be
     purchased with such amount at the applicable Purchase Price.  Any
     amount remaining in an employee's Payroll Deduction Account as of the
     relevant Cutoff Date in excess of the amount that may properly be
     applied to the purchase of Shares shall be refunded to the employee as
     soon as practicable.

          10.  Brokerage Accounts or Plan Share Accounts.  By enrolling in the
Plan, each participating employee shall be deemed to have authorized the
establishment of a brokerage account on his or her behalf at a securities
brokerage firm selected by the Committee.  Alternatively, the Committee may
provide for Plan share accounts for each participating employee to be
established by the Company or by an outside entity selected by the Committee
which is not a brokerage firm.  Shares purchased by an employee pursuant to the
Plan shall be held in the employee's brokerage or Plan share account ("Plan
Share Account") in his or her name, or if the employee so indicates on his or
her payroll deduction authorization form, in the employee's name jointly with a
member of the employee's family, with right of survivorship.

          11.  Rights as Stockholder.  An employee shall have no rights as a
stockholder with respect to Shares subject to any rights granted under this Plan
until payment for such Shares has been completed at the close of business on the
relevant Share Purchase Date.

          12.  Certificates.  Certificates for Shares purchased under the Plan
will not be issued automatically.  However, certificates for whole Shares
purchased shall be issued as soon as practicable following an employee's written
request.  The Company may make a reasonable charge for the issuance of such
certificates.  Fractional interests in Shares shall be carried forward in an
employee's Plan Share Account until they equal one whole Share or until the
termination of the employee's participation in the Plan, in which event an
amount in cash equal to the value of such fractional interest shall be paid to
the employee in cash.  If a share certificate is issued to an employee, the
employee will be required to notify the Company of his disposition of such
shares, if his disposition occurs within time periods established by the
Company.

          13.  Termination of Employment.  If a participating employee's
employment is terminated for any reason, if an employee dies, if an employee is
granted a leave of absence of more than 90 days duration, or if an employee
otherwise ceases to be eligible to participate in the Plan, payroll deductions
on behalf of the employee shall be discontinued and any amounts then credited to
the employee's Payroll Deduction Account shall be refunded to the employee as
soon as practicable.

          14.  Rights Not Transferable.  Rights granted under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during an employee's lifetime only
by the employee.

          15.  Employment Rights.  Neither participation in the Plan, nor the
exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary. 
Participation in the Plan does not limit the right of the Company or any
subsidiary to terminate a participating employee's employment at any time or
give any right to an employee to remain employed by the Company or any
subsidiary in any particular position or at any particular rate of remuneration.

          16.  Application of Funds.  All funds received by the Company for
Shares sold by the Company on any Share Purchase Date pursuant to this Plan may
be used for any corporate purpose.

          17.  Amendments and Termination.  The Board of Directors may amend the
Plan at any time, provided that no such amendment shall be effective unless
approved within 12 months after the date of the adoption of such amendment by
the affirmative vote of stockholders holding shares of Common Stock entitled to
a majority of the votes represented by all outstanding shares of Common Stock
entitled to vote if such stockholder approval is required for the Plan to
continue to comply with the requirements of Securities and Exchange Commission
Regulation Section 240.16b-3 and Section 423 of the Internal Revenue Code.  The 
Board of Directors may suspend the Plan or discontinue the Plan at any time.  
Upon termination of the Plan, all payroll deductions shall cease and all amounts
then credited to the participating employees' Payroll Deduction Accounts shall 
be equitably applied to the purchase of whole Shares then available for sale, 
and any remaining amounts shall be promptly refunded to the participating 
employees.

          18.  Applicable Laws.  This Plan, and all rights granted hereunder,
are intended to meet the requirements of an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code, as from time to time amended, and the
Plan shall be construed and interpreted to accomplish this intent.  Sales of
Shares under the Plan are subject to, and shall be accomplished only in
accordance with, the requirements of all applicable securities and other laws.

          19.  Expenses.  Except to the extent provided in paragraph 12, all
expenses of administering the Plan, including expenses incurred in connection
with the purchase of Shares in the open market for sale to participating
employees, shall be borne by the Company and its subsidiaries.

          20.  Stockholder Approval.  The Plan was adopted by the Board of
Directors on December 14, 1995, subject to stockholder approval.  The Plan and
any action taken hereunder shall be null and void if stockholder approval is not
obtained at the next annual meeting of stockholders.