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                                  Exhibit 99.4

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         Reference is hereby made to that certain Employment Agreement dated as
of September 19, 1997 (the "Employment Agreement"), by and between AmVestors
Financial Corporation ("AmVestors"), American Investors Life Insurance Company,
Inc., AmVestors Investment Group, Inc. and American Investors Sales Group, Inc.,
all Kansas corporations (collectively, the "Companies") and Mark V. Heitz, an
individual ("Mr. Heitz"). AmerUs Life Holdings, Inc., an Iowa corporation
("ALH"), joined the Employment Agreement for the purposes set forth therein.
This First Amendment to Employment Agreement (this "Amendment") is made and
entered into by and among the Companies, Mr. Heitz and ALH and shall amend and
supplement the Employment Agreement as set forth below. In the event of any
inconsistency between the Employment Agreement and this Amendment, this
Amendment shall govern. Terms used in this Amendment and not defined herein
shall have the meanings ascribed to them in the Employment Agreement.

         In consideration of the promises and covenants contained herein, the
receipt and sufficiency of which are hereby acknowledged, the Companies, Mr.
Heitz and ALH hereby agree as follows:

         1. The Employment Agreement shall amended by inserting the following
provision as a new Paragraph 3.1 thereof:

         "3.1.    Special Change of Control Provisions.

                  a.       Termination of Employment by Mr. Heitz for Good
         Cause.

                           (i) If the employment of Mr. Heitz is terminated by
                  Mr. Heitz for Good Cause (as that term is defined in Paragraph
                  3.1.g hereof), Mr. Heitz shall be entitled to the severance
                  payment described in Paragraph 3.1.c hereof and the benefits
                  described in Paragraph 3.1.d hereof.

                           (ii) Any offer of Comparable Employment (as that term
                  is defined in Paragraph 3.1.g hereof) following a Change of
                  Control (as that term is defined in Paragraph 3.1.g hereof)
                  shall remain open for at least fifteen (15) days after such
                  offer is extended to Mr. Heitz. If Mr. Heitz does not accept
                  an offer of Comparable Employment following a Change in
                  Control within fifteen (15) days after it is offered, all
                  rights of Mr. Heitz under this Agreement shall cease.

                           (iii) If Mr. Heitz timely accepts an offer of
                  Comparable Employment following a Change in Control and if
                  within two (2) years following the date such offer of
                  Comparable Employment is accepted either (i) the employment of
                  Mr. Heitz is terminated by AmVestors without cause (as such
                  term is described in Paragraph 3.b hereof) or (ii) a Material
                  Event (as that term is defined in Paragraph 3.1.g hereof)
                  occurs and Mr. Heitz elects to terminate his employment with
                  AmVestors (which will also be considered a termination of
                  employment by


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                  Mr. Heitz for Good Cause for purposes hereof), then Mr. Heitz
                  shall be entitled to the severance payment described in
                  Paragraph 3.1.c hereof and the benefits described in Paragraph
                  3.1.d hereof.

                  b. Termination of Employment by AmVestors Following Change in
         Control. If the employment of Mr. Heitz is terminated by AmVestors
         following a Change in Control, and such termination is not for cause as
         described in Paragraph 3.b hereof, Mr. Heitz shall be entitled to the
         severance payment described in Paragraph 3.1.c hereof and the benefits
         described in Paragraph 3.1.d hereof; provided, however, that if Mr.
         Heitz accepts an offer of Comparable Employment, the provisions of
         Paragraph 3.1.a(iii) shall apply rather than this Paragraph 3.1.b.

                  c. Severance Payment. In the event the employment of Mr. Heitz
         is terminated by Mr. Heitz for Good Cause as described in Paragraph
         3.1.a(i) or by AmVestors following a Change of Control as described in
         Paragraph 3.1.b hereof, AmVestors shall pay to Mr. Heitz the following
         severance payment, which shall be paid in a lump sum within thirty-five
         (35) days following the Termination Date (as that term is defined in
         Paragraph 3.1.g hereof):

                           (i) Any amount of Mr. Heitz's Base Compensation
                  earned but unpaid through the Termination Date; and

                           (ii) In lieu of any further salary, bonus,
                  compensation or other payments of any kind to Mr. Heitz for
                  periods after the Termination Date, an amount equal to:

                                    (a) the sum of:

                                            (A) Mr. Heitz's Base Compensation,
                                    plus

                                            (B) the greater of (I) the amount of
                                    Mr. Heitz's bonuses (whether in cash, stock
                                    or otherwise) under the AmerUs Group
                                    Management Incentive Plan, the AmerUs Group
                                    MIP Deferral Plan and any similar or
                                    successor plans providing bonuses on
                                    deferred compensation during the twelve (12)
                                    months immediately preceding the Termination
                                    Date (including any portion of such bonuses
                                    that were deferred by Mr. Heitz, but not
                                    including any employer match on any such
                                    deferred amount); (II) the amount of such
                                    bonuses (as described in clause (I)) during
                                    the twenty-four (24) months immediately
                                    preceding the Termination Date divided by
                                    the number two (2); or (III) the amount of
                                    the bonuses (as described in clause (A))
                                    that would have been paid during the
                                    twenty-four (24) months immediately
                                    preceding the Termination Date if the Plan
                                    Target Level (as defined by the Plans) had
                                    been achieved divided by the number two (2);

                                    (b) multiplied by the number two (2); and


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                           (iii) An amount equal to the contributions from
                  AmVestors Mr. Heitz would have otherwise been entitled to
                  under the Plans if Mr. Heitz had remained an employee of
                  AmVestors until and including December 31 of the calendar year
                  in which Mr. Heitz's employment terminates and Mr. Heitz had
                  earned the amounts set forth in Section 3.1.c(ii) above
                  through said December 31st;

         provided, however, if Section 280G(a) of the Internal Revenue Code of
         1986, as amended (the "Code"), is applicable, amount of all payments
         made under this Agreement shall be limited to the extent necessary so
         that, within the meaning of Section 280G(b)(2)(A)(ii) of the Code, the
         aggregate present value of the payments in the nature of compensation
         to (or for the benefit of) Mr. Heitz which are contingent on a Change
         of Control (with a Change of Control for this purpose being defined in
         terms of a "change" described in either Section 280G(b)(2)(A)(i)(I) or
         (II) of the Code) are limited to an amount equal to 2.999 multiplied by
         the "base amount," as such term is defined in Section 280G(b)(3) of the
         Code.

                  d. Continued Benefits. In the event the employment of Mr.
         Heitz is terminated by Mr. Heitz for Good Cause as described in
         Paragraph 3.1.a(i) hereof or by AmVestors following a Change of Control
         as described in Paragraph 3.1.b hereof, AmVestors shall continue to
         provide to Mr. Heitz the benefits described in this Paragraph 3.1.d.
         AmVestors shall maintain in full force and effect, for the benefit of
         Mr. Heitz for two (2) years after the Termination Date, all employee
         welfare benefit plans and programs or arrangements in which Mr. Heitz
         was entitled to participate immediately prior to the Termination Date;
         provided, however, that Mr. Heitz's continued participation is possible
         under the general terms and provisions of such plans, programs and
         arrangements. In the event that Mr. Heitz's continued participation in
         any such plan, program or arrangement is not possible, AmVestors shall
         arrange to provide Mr. Heitz with substantially equivalent benefits. At
         the end of the period of coverage, Mr. Heitz shall have the option to
         have assigned to Mr. Heitz at no cost and with no apportionment of
         prepaid premiums any assignable insurance policy owned by AmVestors and
         relating specifically to Mr. Heitz. Notwithstanding the foregoing, Mr.
         Heitz's period of continued coverage under any such plan, program or
         arrangement (or any Companies-arranged provision of such benefits)
         shall terminate as of the date Mr. Heitz becomes eligible to
         participate in a similar plan, program or arrangement of another
         employer. Mr. Heitz shall be deemed to be "eligible to participate" for
         this purpose even if Mr. Heitz is required to pay an employee premium
         and even if the new plan, program or arrangement imposes preexisting
         condition limitations or restrictions. In addition, Mr. Heitz shall be
         fully vested in all of his account in the All*AmerUs Savings &
         Retirement Plan and the All*AmerUs Supplemental Executive Retirement
         Plan.

                  e. No Mitigation. Mr. Heitz shall not be required to mitigate
         the amount of any severance payment or continued benefits by seeking
         other employment or otherwise, nor shall the amount of any severance
         payment or continued benefits (other than the earlier termination of
         certain employee benefits as described in Paragraph 3.1.d hereof) be
         reduced by any compensation earned by Mr. Heitz as a result of
         employment by another employer after termination of this Agreement or
         otherwise. AmVestors' obligation to pay Mr. Heitz the compensation and
         make the arrangements provided herein shall be absolute and
         unconditional and, following any Change in Control, shall not be

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         affected by any circumstances, including without limitation any set-off
         (except as provided in Paragraph 3.1.f hereof), counterclaim,
         recoupment, defense or other rights which AmVestors may have. Except as
         otherwise provided herein, all amounts payable by AmVestors shall be
         paid without notice or demand.

                  f. Any termination of the employment of Mr. Heitz shall be
         communicated by a Notice of Termination to the other party hereto. If
         there is any dispute or controversy under this Agreement with respect
         to Mr. Heitz's entitlement to the severance payment described in
         Paragraph 3.1.c hereof) or the benefits described in Paragraph 3.1.d
         hereof, or the amount of same, except in the event of a termination for
         cause by AmVestors, AmVestors shall continue to pay Mr. Heitz the full
         compensation and benefits in effect when the Notice of Termination was
         given (including without limitation Base Compensation and payments
         under any bonus and incentive plans in which Mr. Heitz participates),
         until the earlier of the date when the dispute is finally resolved or
         twelve (12) months from the date when the Notice of Termination was
         given. Amounts paid under the preceding sentence shall be offset
         against and shall reduce any other amounts due under this Agreement,
         including any severance payment or benefits and any arbitration award
         under Paragraph 13 hereof.

                  g. Definitions. For purposes of this Agreement, the following
         terms shall have the following meanings:

                           (i) "Affiliated Company" shall mean with respect to
                  any Person, any Person which, directly or indirectly, through
                  one or more intermediaries, controls, is controlled by or is
                  under common control with such entity; provided, however, that
                  any Person which owns directly or indirectly ten percent (10%)
                  or more of the securities having ordinary voting power for the
                  election of directors or any other governing body of a
                  corporation or ten percent (10%) or more of the partnership or
                  other ownership interests of any other Person (other than as a
                  limited partner of such Person) will be deemed to control such
                  Person.

                           (ii) "AMHC" shall mean American Mutual Holding
                  Company.

                           (iii) "Base Compensation" shall mean the greater of
                  (i) the semi-monthly salary paid to Mr. Heitz by AmVestors
                  which was in effect immediately prior to the Termination Date
                  or (ii) the semi-monthly salary paid to Mr. Heitz by AmVestors
                  which was in effect prior to any reduction thereof made
                  without the written consent of Mr. Heitz, in either case
                  multiplied by twenty-four (24).

                           (iv) "Change of Control" shall mean any Transaction
                  or series of Transactions involving AmVestors or any
                  Affiliated Company of AmVestors which results in either (i)
                  AMHC not directly or indirectly owning or controlling shares
                  of stock of ALH sufficient to cast a majority of the votes
                  necessary to elect members of the Board of Directors of ALH
                  ("Voting Control"); (ii) the individuals who, prior to such
                  Transaction, constituted the board of directors of AMHC
                  ceasing to constitute at least a majority thereof, unless the
                  election, or the nomination for election of each director of
                  AMHC for a period of two (2) years



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                  following the consummation of such Transaction was approved by
                  a vote of at least two-thirds of the directors of AMHC then
                  still in office who were directors of AMHC prior to such
                  Transaction; (iii) the individuals who, prior to such
                  Transaction, constituted the board of directors of ALH ceasing
                  to constitute at least a majority thereof, unless the
                  election, or the nomination for election of each director of
                  ALH for a period of two (2) years following the consummation
                  of such Transaction was approved by a vote of at least
                  two-thirds of the directors of ALH then still in office who
                  were directors of ALH prior to such Transaction; or (iv) the
                  acquisition by any Person other than AMHC or its subsidiaries
                  of the beneficial ownership, as defined in Rule 13d-3 of the
                  Securities Exchange Act of 1934, of more than twenty-five
                  percent (25%) of the shares of stock of ALH which are entitled
                  to elect the board of directors of ALH at any time that AMHC
                  does not have beneficial ownership of the Voting Control of
                  ALH; provided, however, that in the case of (i), (ii) and
                  (iii), a Transaction which is a Demutualization shall not
                  constitute a Change of Control if the directors elected or
                  nominated for election to either AMHC's or ALH's respective
                  board of directors by AMHC's or ALH's respective stockholders
                  following the Demutualization were the directors of AMHC or
                  ALH, respectively, prior to such Demutualization, or if the
                  election, or the nomination for election, by AMHC's or ALH's
                  respective stockholders, of each director of AMHC or ALH,
                  respectively, for a period of two (2) years following the
                  consummation of such Demutualization was approved by a vote of
                  at least two-thirds of the directors of AMHC or ALH then still
                  in office who were the respective directors of AMHC or ALH
                  prior to such Demutualization.

                           (v) "Comparable Employment" shall mean employment
                  with AmVestors, an Affiliated Company thereof or a third party
                  involved in any Change of Control on terms and conditions
                  (including without limitation geographic location) which in
                  the aggregate are at least substantially comparable to the
                  terms and conditions of employment prevailing with respect to
                  Mr. Heitz immediately preceding a Change of Control.

                           (vi) "Demutualization" shall mean any transaction in
                  which more than fifty percent (50%) of the assets of AMHC are
                  (i) distributed or otherwise transferred to the members of
                  AMHC or (ii) are offered to the members of AMHC.

                           (vii) "Good Cause" shall mean the occurrence of both
                  (i) a Change of Control without Mr. Heitz being offered
                  Comparable Employment and (ii) a Material Event.

                           (viii) "Material Event" shall mean the occurrence of
                  any one of the following events following a Change of Control
                  without Mr. Heitz's express written consent:

                                    (a) The assignment to Mr. Heitz of duties
                           substantially inconsistent with Mr. Heitz's position,
                           duties, responsibility or status with AmVestors or a
                           substantial reduction of Mr. Heitz's duties or

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                           responsibilities, as compared with Mr. Heitz's duties
                           or responsibilities prior to such reduction, or any
                           removal of Mr. Heitz from, or any failure to re-elect
                           Mr. Heitz to, the position Mr. Heitz held at the time
                           of such removal or failure to re-elect, except in
                           connection with termination of employment for cause;
                           or

                                    (b) A reduction in the amount of Mr. Heitz's
                           Base Compensation, a material reduction in payments
                           received by Mr. Heitz under any bonus or incentive
                           plans in which Mr. Heitz participates or a material
                           reduction in any other employee perquisites to which
                           Mr. Heitz is entitled; or

                                    (c) The relocation of Mr. Heitz's principal
                           office to a location more than thirty-five (35) miles
                           from the location of such office immediately prior to
                           such relocation; or

                                    (d) Any material breach by AmVestors of any
                           of the provisions of this Agreement.

                           (viii) "Notice of Termination" shall mean written
                   notice of the termination of the employment of Mr. Heitz.

                           (ix) "Person" shall mean an individual, corporation,
                   partnership, joint venture, association, joint-stock company,
                   limited liability company, trust, unincorporated organization
                   or government or any agency or political subdivision thereof.

                           (x) "Plans" shall mean, collectively, the All*AmerUs
                  Savings & Retirement Plan, the All*AmerUs Supplemental
                  Executive Retirement Plan, the All*AmerUs Excess Benefit Plan,
                  the Interim Benefit Supplement, any trust agreements related
                  to the foregoing and any successor plans.

                           (xi) "Termination Date" shall mean the date on which
                  the employment of Mr. Heitz with AmVestors terminates.

                           (xii) "Transaction" shall mean any merger,
                  consolidation, tender or exchange offer, dissolution,
                  liquidation, sale or exchange of stock, business combination,
                  sale or exchange of all or substantially all assets,
                  demutualization or other similar transaction or combination of
                  the foregoing by or between persons who were not under common
                  control prior to such transaction."

         2. The Employment Agreement shall be amended by deleting Paragraph 12
thereof and inserting in lieu thereof the following eight new provisions as
Paragraphs 12, 13, 14, 15, 16, 17, 18 and 19 thereof:



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                  "12.     Indemnification.

                           a. AmVestors shall pay, and indemnify Mr. Heitz
                  against, all costs and expenses, including without limitation
                  the fees and expenses of attorneys, arbitrators, experts and
                  witnesses, incurred by or on behalf of Employee in connection
                  with any arbitration or legal claim or proceeding arising from
                  this Agreement or the interpretation thereof, to the extent
                  that Employee is successful, on the merits or otherwise, in
                  any such claim or proceeding. If Employee is not wholly
                  successful in such claim or proceeding but is successful, on
                  the merits or otherwise, as to one or more but less than all
                  claims, issues or matters in such claim or proceeding, then
                  AmVestors shall indemnify Employee against all such costs and
                  expenses incurred by Employee or on Employee's behalf in
                  connection with each successfully resolved claim, issue or
                  matter.

                           b. AmVestors shall advance all such costs and
                  expenses incurred by or on behalf of Employee in connection
                  with any such claim or proceeding referred to in Section 9.a.
                  hereof within twenty (20) days after receipt by AmVestors of a
                  statement or statements from Employee requesting such advance
                  or advances, whether prior to or after final disposition of
                  such claim or proceeding. Such statement or statements shall
                  reasonably evidence the costs and expenses incurred by
                  Employee and shall be preceded or accompanied by an
                  undertaking by or on behalf of Employee to repay any costs and
                  expenses advanced if it shall ultimately be determined that
                  Employee is not entitled to be indemnified against such costs
                  and expenses and, furthermore, if Employee fails to repay any
                  costs and expenses that are advanced, then such amounts shall
                  be offset against and shall reduce any other amounts due to
                  Employee under this Agreement.

                  13. Arbitration. Any dispute, disagreement or other question
         arising from this Agreement or the interpretation thereof shall be
         settled by arbitration in accordance with the commercial rules then in
         effect of the American Arbitration Association, except that the
         arbitrator(s) shall be selected in accordance with the following
         procedure: such dispute, disagreement or other question shall be
         referred to and decided by a single arbitrator if the parties can agree
         upon one within fifteen (15) days after either of the parties shall
         notify the other, as provided in Paragraph 3.1.f of this Agreement,
         that it wishes to avail itself of the provisions of this Paragraph 13;
         otherwise, such dispute, disagreement or other question shall be
         referred to and decided by three arbitrators, one to be appointed by
         AmVestors and one to be appointed by Mr. Heitz, each such appointment
         to be made within ten (10) days after the expiration of the fifteen
         (15) day period referred to above, and the third arbitrator to be
         appointed by the first two arbitrators within twenty (20) days after
         the expiration of such ten (10) day period. If the first two
         arbitrators cannot reach agreement on the third arbitrator within said
         twenty (20) day period, the third arbitrator shall be an impartial
         arbitrator appointed by the President of the American Arbitration
         Association within thirty (30) days after the expiration of said twenty
         (20) day period. Hearings of the arbitrator(s) shall be held in Topeka,
         Kansas, unless the parties agree otherwise. Judgment upon an award
         rendered by the arbitrator(s) may be entered in any court of competent
         jurisdiction, including courts in the State of Kansas. Any award so
         rendered shall be final and binding upon the parties



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         hereto. Except as otherwise provided in Paragraph 12 hereof all costs
         and expenses of the arbitrator(s) shall be paid as determined by such
         arbitrator(s), and all costs and expenses of experts, witnesses and
         other persons retained by the parties shall be borne by them
         respectively.

                  14. End of Employment Period. Notwithstanding anything
         contained in this Agreement to the contrary, on January 1, 2001, the
         provisions contained in Paragraphs 1, 2, 4 and 11 hereof shall cease to
         have any force or effect and shall be deleted (except for any
         definitions contained therein and used elsewhere in this Agreement),
         and Paragraph 3 hereof shall be deleted and replaced with the following
         new Paragraph 3:

                           "3. Termination of Mr. Heitz Without Good Cause. Mr.
                  Heitz is an "at-will" employee and his employment may be
                  terminated at any time with or without cause and unless the
                  employment of Mr. Heitz is terminated for Good Cause pursuant
                  to Paragraph 3.1.a(i) hereof or by AmVestors following a
                  Change of Control as described in Paragraph 3.1.b hereof, he
                  will not be entitled to any compensation, payments or benefits
                  under this Agreement."

         The remaining provisions of this Agreement shall continue for so long
         as Mr. Heitz continues to be an employee of AmVestors.

                  15. Tax Withholding. AmVestors shall have the right to
         withhold from any transfer or payment made to Mr. Heitz or to any other
         Person hereunder, whether such payment is to be made in cash or other
         property, all applicable federal, state, city or other taxes or foreign
         taxes as shall be required in the determination of AmVestors pursuant
         to any statute or governmental regulation or ruling.

                  16. Interest. AmVestors shall pay Mr. Heitz interest at a rate
         of ten percent (10%) per annum on any benefits payable to Mr. Heitz
         hereunder not paid by the date provided for herein from such date until
         the date of payment.

                  17. General Creditor. Nothing contained in this Agreement and
         no action taken pursuant to the provisions of this Agreement shall
         create or be construed to create a trust of any kind or a fiduciary
         relationship between AmVestors and Mr. Heitz or any other Person, nor
         shall any money or property of AmVestors be segregated for the benefit
         of Mr. Heitz to satisfy the obligations of AmVestors hereunder. To the
         extent that Mr. Heitz acquires a right to receive payments hereunder,
         such rights shall be no greater than the right of any general unsecured
         creditor of AmVestors. Except as expressly provided herein, each
         payment shall be made in cash from the general assets of AmVestors.

                  18. No Waiver. The failure of either party to require the
         performance of any term or condition of this Agreement, or the waiver
         by either party of any breach of this Agreement, shall not prevent a
         subsequent enforcement of any term or condition nor be deemed to be a
         waiver of any subsequent breach by either party.

                  19. Employer After A Change of Control. Following a Change of
         Control and the acceptance by Mr. Heitz of an offer of Comparable
         Employment, the term



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         AmVestors shall be deemed to mean the actual employer of Mr. Heitz
         (which may be AmVestors, an affiliate thereof or some other Person
         involved in the Change of Control)."


         3. The Employment Agreement shall be amended by deleting the paragraph
entitled "Deferred Compensation" contained in the letter to Mr. Heitz from ALH
dated September 18, 1997 and inserting in lieu thereof the following paragraph:

            "Deferred Compensation:  To the extent you receive an annual
                                     incentive payout and elect to defer up to
                                     $150,000 each year pursuant to the AmerUs
                                     Group MIP Deferral Plan (the "MIP Deferral
                                     Plan"), the Company will make a 100 percent
                                     Employer Match at the end of each
                                     Restricted Period (as those terms are used
                                     in the MIP Deferral Plan) provided the
                                     terms and conditions set forth in the MIP
                                     Deferral Plan are satisfied."

         4. Except as expressly set forth in this Amendment, the execution and
delivery of this Amendment by the Companies, Mr. Heitz and ALH shall not be
deemed to amend or supplement the Employment Agreement and shall not be deemed a
waiver of any rights or remedies thereunder, and the rights, obligations and
liabilities of the Companies, Mr. Heitz and ALH under the Employment Agreement
shall remain in full force and effect. Upon execution and delivery of this
Amendment, references to the Employment Agreement shall be deemed to be
references to the Employment Agreement as amended and supplemented by this
Amendment.

         5. This Amendment may be executed in any number of counterparts, and by
different parties on separate counterpart signature pages, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.

         6. The invalidity of any portion of this Amendment shall not affect the
validity of any other provision. If any provision of this Amendment is
determined to be invalid or unenforceable, the remaining provisions of this
Amendment shall not be affected thereby and shall be binding on the parties
thereto, and shall be enforceable, as though said invalid or unenforceable
provision were not contained herein.

         7. This Amendment shall be binding upon the parties hereto, their
successors, assigns, heirs, legatees and personal representatives.

         8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Kansas.



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         IN WITNESS WHEREOF, the parties hereof have executed this Amendment as
of the 15th day of April, 1999.

                                      AMVESTORS FINANCIAL CORPORATION


                                      By  /s/ Michael M. Miller
                                         ---------------------------------------
                                          Its Executive Vice President


                                      AMERCIAN INVESTORS LIFE INSURANCE COMPANY,
                                         INC.


                                      By  /s/ Michael M. Miller
                                         ---------------------------------------
                                          Its Executive Vice President


                                      AMVESTORS INVESTMENT GROUP, INC.


                                      By  /s/ Michael M. Miller
                                         ---------------------------------------
                                          Its Executive Vice President


                                      AMERICAN INVESTORS SALES GROUP, INC.


                                      By  /s/ Michael M. Miller
                                         ---------------------------------------
                                          Its Executive Vice President



                                      /s/ Mark V. Heitz
                                      ------------------------------------------
                                      MARK V. HEITZ


                                      AMERUS LIFE HOLDINGS, INC.


                                      By /s/ Roger K. Brooks
                                        ----------------------------------------
                                         Its Chairman



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