Exhibit 4.9
                                
                                
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                   AMERUS LIFE HOLDINGS, INC.
                                
                              AND
                                
                   FIRST UNION NATIONAL BANK,
                         as Unit Agent
                                
                                
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                     MASTER UNIT AGREEMENT
                                
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                   Dated as of July 27, 1998
                                
                                
                                
                                
                                
                                
                                
                                
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                                   <PAGE>
TABLE OF CONTENTS
     
                                                        Page
     
     RECITALS. . . . . . . . . . . . . . . . . . . . . . . 1
     
                          ARTICLE ONE
                         Definitions and Other Provisionsof General Application
     Section 101.  Definitions . . . . . . . . . . . . . . 1
     Section 102.  Compliance Certificates and Opinions. . 9
     Section 103.  Form of Documents Delivered to Unit Agent10
     Section 104.  Acts of Holders; Record Dates . . . . .10
     Section 105.  Notices, etc. to Unit Agent and the Company12
     Section 106.  Notice to Holders; Waiver . . . . . . .12
     Section 107.  Effect of Headings and Table of Contents13
     Section 108.  Successors and Assigns. . . . . . . . .13
     Section 109.  Separability Clause . . . . . . . . . .13
     Section 110.  Benefits of Agreement . . . . . . . . .13
     Section 111.  Governing Law . . . . . . . . . . . . .13
     Section 112.  Legal Holidays. . . . . . . . . . . . .13
     Section 113.  Counterparts. . . . . . . . . . . . . .14
     Section 114.  Inspection of Agreement . . . . . . . .14
                                
                          ARTICLE TWO
                                 Unit Certificate Forms
     Section 201.  Forms of Unit Certificates Generally. .14
     Section 202.  Form of Unit Agent's Certificate of Authentication.15
     
                         ARTICLE THREE
                                 The Units
     Section 301.  Title and Terms; Denominations. . . . .15
     Section 302.  Rights and Obligations Evidenced by the Unit Certificates.16
     Section 303.  Execution, Authentication, Delivery and Dating.16
     Section 304.  Temporary Unit Certificates.. . . . . .17
     Section 305.  Registration; Registration of Transfer and Exchange.17
     Section 306.  Mutilated, Destroyed, Lost and Stolen Unit Certificates.20
     Section 307.  Persons Deemed Owners . . . . . . . . .21
     Section 308.  Cancellation. . . . . . . . . . . . . .21
     Section 309.   Substitution of Pledged Securities and Creation of Stripped
                         Units;         Units Not Otherwise Separable22
     Section 310.  Payments on the Units . . . . . . . . .24
     
                          ARTICLE FOUR
                                 The Pledged Securities
     Section 401.  Payments on the Pledged Securities. . .24
     Section 402.  Transfer of Pledged Securities Upon Occurrence of 
            Termination Event. . . . . . . . . . . . . . .25
                                
               ARTICLE FIVEThe Purchase Contracts
                                
     Section 501.  Purchase of Shares of Common Stock26
     Section 502.  Contract Fees . . . . . . . . . . . . .28
     Section 503.  Deferral of Payment Dates For Contract Fee.28
     Section 504.  Payment of Purchase Price.. . . . . . .29
     Section 505.  Issuance of Shares of Common Stock. . .31
     Section 506.  Adjustment of Settlement Rate . . . . .32
     Section 507.  Notice of Adjustments and Certain Other Events37
     Section 508.  No Fractional Shares. . . . . . . . . .38
     Section 509.  Charges and Taxes . . . . . . . . . . .38
     Section 510.  Termination Event; Notice . . . . . . .39
                                
                      ARTICLE SIXRemedies
                                
                                 Section 601.  Unconditional Rights of Holders39
     Section 602.  Restoration of Rights and Remedies. . .39
     Section 603.  Rights and Remedies Cumulative. . . . .40
     Section 604.  Delay or Omission Not Waiver. . . . . .40
     Section 605.  Undertaking for Costs . . . . . . . . .40
     Section 606.  Waiver of Stay or Extension Laws. . . .41
                                
                  ARTICLE SEVENThe Unit Agent
                                
     Section 701.  Certain Duties and Responsibilities41
     Section 702.  Notice of Default . . . . . . . . . . .42
     Section 703.  Certain Rights of Unit Agent. . . . . .42
     Section 704.  Not Responsible for Recitals or Issuance of Units43
     Section 705.  May Hold Units. . . . . . . . . . . . .43
     Section 706.  Money Held in Trust . . . . . . . . . .43
     Section 707.  Compensation and Reimbursement. . . . .44
     Section 708.  Corporate Unit Agent Required; Eligibility44
     Section 709.  Resignation and Removal; Appointment of Successor45
     Section 710.  Acceptance of Appointment by Successor.46
     Section 711.  Merger, Conversion, Consolidation or Succession to Business47
     Section 712.  Preservation of Information; Communications to Holders47
     Section 713.  No Obligations of Unit Agent. . . . . .47
     Section 714.  Tax Compliance. . . . . . . . . . . . .48
                                
              ARTICLE EIGHTSupplemental Agreements
                                
     Section 801.  Supplemental Agreements Without Consent of Holders48
     Section 802.  Supplemental Agreements with Consent of Holders49
     Section 803.  Execution of Supplemental Agreements. .50
     Section 804.  Effect of Supplemental Agreements . . .51
     Section 805.  Reference to Supplemental Agreements. .51
                                
     ARTICLE NINEConsolidation, Merger, Sale or Conveyance
                                
     Section 901.  Covenant Not to Merge, Consolidate, Sell or Convey Property 
                   Except Under Certain Conditions.51
     Section 902.  Rights and Duties of Successor Corporation52
     Section 903.  Opinion of Counsel to Unit Agent. . . .52
                                
                      ARTICLE TENCovenants
                                
     Section 1001.  Performance Under Purchase Contracts52
     Section 1002.  Maintenance of Office or Agency. . . .53
     Section 1003.  Company to Reserve Common Stock. . . .53
     Section 1004.  Covenants as to Common Stock . . . . .53
     Section 1005.  Statements of Officers of the Company as to Default54
     TESTIMONIUM . . . . . . . . . . . . . . . . . . . . .55
     SIGNATURES. . . . . . . . . . . . . . . . . . . . . .55
     
     EXHIBIT A Form of Normal Unit Certificate
     EXHIBIT B Form of Stripped Unit Certificate
     EXHIBIT C Form of Call Option Agreement
     EXHIBIT D Form of Pledge Agreement
     
 <PAGE>
     MASTER UNIT AGREEMENT, dated as of July 27, 1998, between AMERUS LIFE
 HOLDINGS, INC, an Iowa corporation (the "Company"), and First Union National
 Bank, a national banking corporation, acting as unit agent for the Holders of
 Units from time to time (the "Unit Agent").
     
                          RECITALS
     
          The Company has duly authorized the execution and delivery of this
 Agreement and the Unit Certificates evidencing the Units.
  
         All things necessary to make the Company's obligations under the Units,
 when the Unit Certificates are executed by the Company and authenticated,
 executed on behalf of the Holders and delivered by the Unit Agent, as in 
 this Agreement provided, the valid obligations of the Company, and to 
 constitute these presents a valid agreement of the Company, in accordance 
 with its terms, have been done.
     
                         WITNESSETH:
     
      For and in consideration of the premises and the purchase of the Units by
 the Holders thereof, it is mutually agreed as follows:
     
                         ARTICLE ONE
     
              Definitions and Other Provisions
                   of General Application
     
     Section 101.  Definitions.
     
      For all purposes of this Agreement, except as otherwise expressly provided
 or unless the context otherwise requires:
     
            (a)  the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular; and
     
            (b)  the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section or other subdivision.
     
          "Act" has the meaning specified in Section 104.
     
          "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person.  For the purposes of this definition,
     "control" when used with respect to any specified Person means the power to
     direct the management and policies of such Person, directly or indirectly,
     whether through the ownership of voting securities, by contract or 
     otherwise; and the terms "controlling" and "controlled" have meanings 
     correlative to the foregoing.
     
          "Agreement" means this instrument as originally executed or as it may 
     from time to time be supplemented or amended by one or more agreements 
     supplemental hereto entered into pursuant to the applicable provisions 
     hereof.
     
         "Aggregate Call Option Exercise Consideration" has the meaning set 
     forth in the Call Option Agreement.
     
          "Applicable Market Value" has the meaning specified in Section 501.
     
          "Board of Directors" means the board of directors of the Company or a 
     duly authorized committee of that board.
     
          "Board Resolution" means one or more resolutions of the Board of 
     Directors, a copy of which has been certified by the Secretary or an 
     Assistant Secretary of the Company to have been duly adopted by the Board 
     of Directors and to be in full force and effect on the date of such 
     certification and delivered to the Unit Agent.
     
         "Business Day" means any day other than Saturday, Sunday or any other 
     day on which  banking institutions in The City of New York are authorized 
     or obligated by law or executive order to be closed.
     
          "Call Option" means an option entitling the Call Option Holder to 
     acquire the QUIPS or Junior Subordinated Debentures underlying the related 
     Normal Unit on the terms and subject to the conditions set forth in the 
     Call Option Agreement.
     
          "Call Option Agreement" means the Call Option Agreement, dated as of 
     the date hereof, between the Call Option Holder named therein and the Unit 
     Agent, in its capacity as Unit Agent and as attorney-in-fact for the 
     Holders from time to time of the Normal Units,  the form of which is 
     attached hereto as Exhibit C, as the same may be amended from time to time 
     in accordance with the terms hereof and thereof.
     
          "Call Option Expiration Date" means April 27, 2001 (or, if such date 
     is not a Trading Day, the next succeeding Trading Day).
     
          "Call Option Holder" means the Person named as the Call Option Holder 
     in the Call Option Agreement.
     
          "Call Settlement Date" means the date on which the Call Options are 
     settled pursuant to the Call Option Agreement.
     
          "Closing Price" has the meaning specified in Section 501.
     
          "Collateral Agent" means The Chase Manhattan Bank, as Collateral Agent
     under the Pledge Agreement, until a successor Collateral Agent shall have 
     become such pursuant to the applicable provisions of the Pledge Agreement, 
     and thereafter "Collateral Agent" shall mean the Person who is then the 
     Collateral Agent thereunder.
     
          "Common Stock" means the Class A Common Stock, no par value per share,
     of the Company having such terms as set forth in the Company's certificate 
     of incorporation, as amended from time to time.
     
          "Company" means the Person designated as the "Company" in the first
     paragraph of this instrument until a successor shall have become such, and
     thereafter "Company" shall mean such successor.
     
          "Contract Fee" means, with respect to each Purchase Contract, a fee 
     payable by the Company to the Holder of the related Unit,  accruing on the
     Stated Amount of such Unit from and including the date of first issuance of
     any Units to but excluding the Stock Purchase Date and payable quarterly in
     arrears on each Quarterly Payment Date to and including the Stock Purchase 
     Date at a rate per annum equal to the Contract Fee Rate (and computed on 
     the basis of a 360-day year of twelve 30-day months), plus any additional 
     fees accrued thereon pursuant to Section 503.
     
          "Contract Fee Rate" means 0.14% of the Stated Amount per annum.
     
          "Corporate Trust Office" means the principal office of the Unit Agent 
     in the Borough of Manhattan, The City of New York, at which at any 
     particular time its corporate trust business shall be administered, 
     which office at the date hereof is located at 40 Broad Street, 5th Floor,
     New York, New York 10004.
     
          "Current Market Price" has the meaning specified in Section 506(a)(8).
     
          "Declaration" means the Declaration of Trust, dated as of April 14, 
      1998 and amended and restated as of the date hereof, executed by the 
      Administrators, the Sponsor and the Trustees of the Trust, as the same 
      may be amended or supplemented from time to time in accordance with the 
      terms thereof.
     
          "Deferral Rate" means 6.86% per annum plus, for the period after the 
      Call Option Expiration Date, the amount (if any) by which the interest 
      rate on the Junior Subordinated Debentures shall have been increased on 
      the Call Option Expiration Date in accordance with the terms of the Junior
      Subordinated Debentures.
     
          "Depositary" means a clearing agency registered under the Exchange Act
      that is designated to act as Depositary for Global Units as contemplated 
      by Section 305.
     
          "Exchange Act" means the Securities Exchange Act of 1934 or any 
      statute successor thereto, in each case as amended from time to time.
     
          "Expiration Date" has the meaning specified in Section 104.
     
          "Global Unit Certificate" means a Unit Certificate that evidences all 
      or part of the Normal Units or a Unit Certificate that evidences all or a 
      part of the Stripped Units and is registered in the name of the Depositary
      or a nominee thereof.
     
          "Holder" means a Person in whose name a Unit Certificate is registered
      in the Unit Register; "Holder", when used with respect to any particular 
      Unit Certificate (or Unit), means a Person in whose name such Unit 
      Certificate (or the Unit Certificate evidencing such Unit) is registered 
      in the relevant Unit Register.
     
          "Indenture" means the Indenture, dated as of the date hereof, between 
      the Company and First Union National Bank, as Trustee, as the same may be 
      amended or supplemented from time to time with respect to the terms of the
      Junior Subordinated Debentures in accordance with the terms thereof.
     
          "Issuer Order" or "Issuer Request" means a written order or request 
      signed in the name of the Company by its Chairman of the Board, any Vice 
      Chairman, its President or a Vice President and by its Treasurer, an 
      Assistant Treasurer, its Secretary or an Assistant Secretary, and 
      delivered to the Unit Agent.
     
          "Junior Subordinated Debenture Put Option" has the meaning specified 
      for the term "Put Option" in the Indenture.
     
          "Junior Subordinated Debentures" means the 6.86% Junior Subordinated
     Deferrable Interest Debentures due July 27, 2003 of the Company issued 
     under the Indenture.
     
          "Normal Unit" means the rights to purchase Common Stock under a 
     Purchase Contract, together with ownership of the QUIPS or other Pledged 
     Securities pledged to secure the obligations referred to in (a) and (b) 
     below, subject to (a) the obligations owed to the Company under such 
     Purchase Contract, (b) for so long as any Call Options remain exercisable,
     the obligations owed to the Call Option Holder under a Call Option and (c) 
     the pledge arrangements securing the foregoing obligations; PROVIDED, 
     HOWEVER, that the term "Normal Unit" will not include any Stripped Unit.
     
          "NYSE" has the meaning specified in Section 501.
     
          "Officers' Certificate" means a certificate signed by the Chairman of 
      the Board, any Vice Chairman, the President or any Vice President and by 
      the Treasurer, an Assistant Treasurer, the Secretary or an Assistant 
      Secretary of the Company and delivered to the Unit Agent.
     
          "Opinion of Counsel" means an opinion in writing signed by legal 
      counsel, who may be an employee of or counsel to the Company.
     
         "Outstanding Unit Certificates" means, as of the date of determination,
      all Unit Certificates theretofore authenticated, executed and delivered 
      pursuant to this Agreement, except:
     
           (a)  Unit Certificates theretofore canceled by the Unit Agent or
      delivered to the Unit Agent for cancellation; and
     
           (b)  Unit Certificates in exchange for or in lieu of which other Unit
     Certificates have been authenticated, executed on behalf of the Holder and
     delivered pursuant to this Agreement, other than any such Unit Certificate
     in respect of which there shall have been presented to the Unit Agent proof
     satisfactory to it that such Unit Certificate is held by a bona fide
     purchaser in whose hands the Units evidenced by such Unit Certificate are
     valid obligations of the Company.
     
          "Outstanding Units" means, as of the date of determination, all Units
     evidenced by then Outstanding Unit Certificates, except, on or after the
     Termination Date or Stock Purchase Date, Units for which the underlying 
     Pledged Securities or the Common Stock purchasable upon settlement of the 
     underlying Purchase Contracts, as the case may be, have been theretofore 
     deposited with the Unit Agent in trust for the Holders of such Units; 
     PROVIDED, HOWEVER, that in determining whether the Holders of the 
     requisite number of Units have given any request, demand, authorization,
     direction, notice, consent or waiver hereunder, Units owned by the 
     Company or any Affiliate of the Company shall be disregarded
     and deemed not to be outstanding, except that, in determining whether the 
     Unit Agent shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent or waiver, only Units which the 
     Unit Agent actually knows to be so owned shall be so disregarded.  Units so
     owned which have been pledged in good faith may be regarded as Outstanding 
     Units if the pledgee establishes to the satisfaction of the Unit Agent the 
     pledgee's right so to act with respect to such Units and that the pledgee 
     is not the Company or any Affiliate of the Company.
     
     
          "Paid Units" has the meaning specified in Section 504(a).  
     
          "Person" means any individual, corporation, limited liability company,
     partnership, joint venture, association, joint-stock company, trust, 
     unincorporated organization or government or any agency or political 
     subdivision thereof.
     
          "Pledge" means the pledge of the Pledged Securities under the Pledge
     Agreement.
     
          "Pledge Agreement" means the Pledge Agreement, dated as of the date 
     hereof, among the Company, the Call Option Holder, the Collateral Agent and
     the Unit Agent, in its capacity as Unit Agent and as attorney-in-fact for 
     the Holders from time to time of the Units, the form of which is attached 
     hereto as Exhibit D, as the same may be amended from time to time in 
     accordance with the terms hereof and thereof.
     
         "Pledged Securities" has the meaning specified in the Pledge Agreement.
     
         "Predecessor Unit Certificate" of any particular Unit Certificate means
     every previous Unit Certificate evidencing all or a portion of the rights 
     and obligations of the Holder under the Units evidenced thereby; and, for 
     the purposes of this definition, any Unit Certificate authenticated and 
     delivered under Section 306 in exchange for or in lieu of a mutilated, 
     destroyed, lost or stolen Unit Certificate shall be deemed to evidence the 
     same rights and obligations of the Holder as the mutilated, destroyed, lost
     or stolen Unit Certificate.
     
          "Principal Agreements" means this Agreement, the Pledge Agreement and 
     the Call Option Agreement.
     
          "Purchase Contract" means a contract obligating the Company to sell 
     and the Holder of the related Unit to purchase Common Stock on the terms 
     and subject to the conditions set forth in Article Five hereof.
     
          "Purchase Contract Settlement Fund" has the meaning specified in
     Section 505.
     
          "Purchased Shares" has the meaning specified in Section 506(a)(6).
     
          "Put Agent" has the meaning specified in Section 504(b)(i).
     
          "Quarterly Payment Date" means each January 27, April 27, July 27 and
     October 27, commencing October 27, 1998.
     
          "QUIPS"-SM-* means 6.86% Quarterly Income Preferred Securities of the 
     Trust issued under the Declaration, which term may refer to a single 
     security or more than one security as the context may require.
     
          "Record Date", when used with respect to any payment date, means the
     Business Day next preceding such payment date; PROVIDED, HOWEVER, that if 
     any Units are no longer evidenced by a Global Unit Certificate, "Record 
     Date", when used with respect to any payment date for such Units, means the
     first day of the month in which such payment date falls; and PROVIDED 
     FURTHER, that if payments are in respect of QUIPS or Junior Subordinated 
     Debentures underlying Normal Units, "Record Date", when used with respect 
     to such payments, means the record date for such payments determined as 
     provided under the Declaration or the Indenture, as the case may be.
     
          "Reorganization Event" has the meaning specified in Section 506(b).
     
          "Responsible Officer", when used with respect to the Unit Agent, means
     any vice president, any assistant vice president, any assistant secretary, 
     any assistant treasurer, any trust officer or assistant trust officer, or 
     any other officer or assistant officer of the Unit Agent customarily 
     performing functions similar to those performed by any of the above 
     designated officers and also means, with respect to a particular 
     corporate trust matter, any other officer to whom such matter is referred
     because of his knowledge of and familiarity with the particular subject.
     
     ---------------------
     
          *    QUIPS is a servicemark of Goldman, Sachs & Co.<PAGE>
     "Senior 
Indebtedness" has the meaning specified in the Indenture.
     
          "Settlement Rate" has the meaning specified in Section 501.
     
          "Stated Amount" means $31.5625 per Unit.
     
          "Stock Purchase Date" means July 27, 2001.
     
          "Stripped Unit" means the rights to purchase Common Stock under a 
     Purchase Contract, together with ownership of the Treasury Securities 
     pledged to secure the obligations referred to in (a) below, subject to (a) 
     the obligations owed to the Company under such Purchase Contract and (b) 
     the pledge arrangements securing the foregoing obligations; PROVIDED, 
     HOWEVER, that the term "Stripped Unit" will only include Units issued as 
     a result of a Stripped Unit Creation as contemplated by Section 309.
     
          "Stripped Unit Creation" has the meaning specified in Section 309(a).
     
         "Termination Date" means the date, if any, on which a Termination Event
     occurs.
     
          "Termination Event" means the occurrence of any of the following 
     events at any time on or prior to the Stock Purchase Date:  (a) a decree or
     order of a court having jurisdiction in the premises shall have been 
     entered adjudging the Company a bankrupt or insolvent, or approving as 
     properly filed a petition seeking reorganization of the Company under 
     the United States Bankruptcy Code or any other similar applicable Federal 
     or State law, and, unless such decree or order shall have been entered 
     within 60 days prior to the Stock Purchase Date, such decree or order 
     shall have continued undischarged and unstayed for a period
     of 60 days, or (b) a decree or order of a court having jurisdiction in the
     premises for the appointment of a receiver or liquidator or trustee or 
     assignee in bankruptcy or insolvency of the Company or of its property, 
     or for the winding up or liquidation of its affairs, shall have been 
     entered, and, unless such decree or order shall have been entered within 
     60 days prior to the Stock Purchase Date, such decree or order shall have 
     continued undischarged and unstayed for a period of 60 days, or (c) the 
     Company shall institute proceedings to be adjudicated a bankrupt, or 
     shall consent to the filing of a bankruptcy proceeding against it, or 
     shall file a petition or answer or consent seeking reorganization under 
     the United States Bankruptcy Code or any other similar applicable Federal
     or State law, or shall consent to the filing of any such petition, or shall
     consent to the appointment of a receiver or liquidator or trustee or 
     assignee in bankruptcy or insolvency of it or of its property, or
     shall make an assignment for the benefit of creditors, or shall admit in 
     writing its inability to pay its debts generally as they become due.
     
          "Threshold Appreciation Price" has the meaning specified in Section 
     501.
     
          "TIA" means the Trust Indenture Act of 1939 or any statute successor
     thereto, in each case as amended from time to time.
     
          "Trading Day" has the meaning specified in Section 501.
     
          "Treasury Securities" means United States Treasury Securities.
     
          "Trust" means AmerUs Capital II, a statutory business trust created 
      under the laws of the State of Delaware.
     
          "Underwriting Agreement" means the Underwriting Agreement dated July 
      21, 1998, among the Company, the Trust and Goldman, Sachs & Co. and Smith 
      Barney Inc., as the Underwriters named therein.
     
          "Unit Agent" means the Person named as the "Unit Agent" in the first
     paragraph of this Agreement until a successor Unit Agent shall have become 
     such pursuant to the applicable provisions of this Agreement, and 
     thereafter "Unit Agent" shall mean the Person who is then the Unit Agent 
     hereunder.
     
          "Unit Certificate" means a certificate evidencing the rights and obli-
     gations of a Holder in respect of the number of Normal Units or Stripped 
     Units, as the case may be, specified on such certificate.
     
          "Unit Register" and "Unit Registrar" have the respective meanings 
     specified in Section 305.
     
          "Units" means the Normal Units and, if any are issued, the Stripped 
      Units. 

   The Purchase Contracts, Call Options and/or Pledged Securities constituting a
part of any Units are sometimes referred to herein as "underlying" such Units
and are sometimes herein said to "underlie" such Units.
     
       "Unpaid Units" has the meaning specified in Section 504(a).
     
       "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president".
     
     Section 102.  Compliance Certificates and Opinions.
     
     Except as otherwise expressly provided by this Agreement, upon any 
application or request by the Company to the Unit Agent to take any action under
any provision of this Agreement, the Company shall furnish to the Unit Agent at
the Unit Agent's request (i) an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and/or (ii) an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.
     
     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement shall include:
     
          (a)  a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;
     
          (b)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;
     
          (c)  a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and
     
          (d)  a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.
     
     Section 103.  Form of Documents Delivered to Unit Agent.
     
         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
     
        Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
     
        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.
     
     Section 104.  Acts of Holders; Record Dates.
     
     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Unit Agent
and, where it is hereby expressly required, to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement
and (subject to Section 701) conclusive in favor of the Unit Agent and the
Company, if made in the manner provided in this Section.
    
     (b)  The fact and date of the execution by any Person of any such instru-
ment or writing may be proved by the affidavit of a witness of such execution or
by a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such execution is
by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Unit Agent deems sufficient.
     
     (c)  The ownership of Units shall be proved by the Unit Register.
   
     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Unit shall bind every future Holder of the
same Unit and the Holder of every Unit Certificate evidencing such Unit issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Unit
Agent or the Company in reliance thereon, whether or not notation of such action
is made upon such Unit Certificate.
     
     (e)  The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Units entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Units.  If any record date is set pursuant to this paragraph, the
Holders of Outstanding Units on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; PROVIDED that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite number of Outstanding Units on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite number of Outstanding Units on the date
such action is taken.  Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Unit Agent in writing and to each Holder of Units in the manner set
forth in Section 106.
     
     With respect to any record date set pursuant to this Section, the Company
may designate any date as the "Expiration Date" and from time to time may change
the Expiration Date to any earlier or later day; PROVIDED that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the Unit Agent in writing, and to each Holder of Units in the manner set forth
in Section 106, on or prior to the existing Expiration Date.  If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the Company shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.
     
     Section 105.  Notices, etc. to Unit Agent and the Company.
     
     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Agreement
to be made upon, given or furnished to, or filed with,
     
          (a)  the Unit Agent by any Holder or by the Company shall be
    sufficient for every purpose hereunder (unless otherwise herein expressly
    provided) if made, given, furnished or filed in writing and personally
    delivered or mailed, first-class postage prepaid, to the Unit Agent at 230
    S. Tyson St, 9th Floor, Charlotte NC 28288, Attention: Shawn K. Bednasek or
    at any other address previously furnished in writing by the Unit Agent to
    the Holders and the Company, or
     
          (b)  the Company by the Unit Agent or by any Holder shall be
    sufficient for every purpose hereunder (unless otherwise herein expressly
    provided) if made, given, furnished or filed in writing and personally
    delivered or mailed, first-class postage prepaid, to the Company at 699
    Walnut Street, Des Moines, Iowa 50309-3948, Attention: General Counsel, or
    at any other address previously furnished in writing  by the Company to the
    Unit Agent and the Holders.
     
     Section 106.  Notice to Holders; Waiver.
     
     Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Unit Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.  Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Unit Agent, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
     
     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Unit Agent shall
constitute a sufficient notification for every purpose hereunder.
    
     Section 107.  Effect of Headings and Table of Contents.
     
       The Article and Section headings herein and the Table of Contents are for
  convenience only and shall not affect the construction hereof.
     
     Section 108.  Successors and Assigns.
     
       All covenants and agreements in this Agreement by the Company shall bind
  its successors and assigns, whether so expressed or not.
     
     Section 109.  Separability Clause.
     
       In case any provision in this Agreement or in the Units shall be invalid,
  illegal or unenforceable, the validity, legality and enforceability of the
  remaining provisions hereof and thereof shall not in any way be affected or
  impaired thereby.
     
     Section 110.  Benefits of Agreement.
     
      Nothing in this Agreement or in the Unit Certificates, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefits or any legal or equitable right, remedy
or claim under this Agreement.  The Holders from time to time shall be benefi-
ciaries of this Agreement and shall be bound by all of the terms and conditions
hereof and of the Units evidenced by their Unit Certificates by their acceptance
of delivery thereof.
     
     Section 111.  Governing Law.
     
          THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.
     
     Section 112.  Legal Holidays.
     
     In any case where any Quarterly Payment Date or the Stock Purchase Date
shall not be a Business Day, then (notwithstanding any other provision of this
Agreement or of the Units) payment in respect of distributions or interest on or
principal of Pledged Securities or Contract Fees shall not be made, Purchase
Contracts shall not be performed and other actions described herein shall not
occur, but such payments shall be made, the Purchase Contracts shall be
performed and such other actions shall occur, as applicable, on the next suc-
ceeding Business Day with the same force and effect as if made on such Quarterly
Payment Date or Stock Purchase Date, as the case may be; PROVIDED, that to the
extent such payment is made on the next succeeding Business Day, no
distributions or interest shall accrue or be payable by the Company or any
Holder for the period from and after any such Quarterly Payment Date or Stock
Purchase Date, as the case may be, to the date of payment or performance; except
that if such next succeeding Business Day is in the next succeeding calendar
year, such payment shall be made, the Purchase Contracts shall be performed or
such other action shall occur on the immediately preceding Business Day with the
same force and effect as if made on such Quarterly Payment Date or the Stock
Purchase Date.
     
     Section 113.  Counterparts.
     
          This Agreement may be executed in any number of counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts
shall together constitute one and the same instrument.
    
     Section 114.  Inspection of Agreement.
     
     A copy of this Agreement shall be available at all reasonable times at the
Corporate Trust Office for inspection by any Holder.
     
                         ARTICLE TWO
     
                   Unit Certificate Forms
     
     Section 201.  Forms of Unit Certificates Generally.
     
     Unit Certificates evidencing Normal Units shall be in substantially the
form set forth in Exhibit A hereto and Unit Certificates evidencing the Stripped
Units shall be in substantially the form of Exhibit B hereto, in each case with
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Units are listed
or Depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company executing such Unit Certificates, as evidenced by their
execution of the Unit Certificates.
     
     The definitive Unit Certificates shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing the Unit Certificates,
consistent with the provisions of this Agreement, as evidenced by their
execution thereof.
     
     Every Global Unit Certificate authenticated, executed and delivered
hereunder shall bear a legend in substantially the following form:
    
     THIS UNIT CERTIFICATE IS A GLOBAL UNIT CERTIFICATE WITHIN THE MEANING OF
     THE MASTER UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
     NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS UNIT CERTIFICATE MAY NOT
     BE EXCHANGED IN WHOLE OR IN PART FOR A UNIT CERTIFICATE REGISTERED, AND NO
     TRANSFER OF THIS UNIT CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN
     THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
     EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MASTER UNIT AGREEMENT.
     
     Section 202.  Form of Unit Agent's Certificate of Authentication.
     
     The form of the Unit Agent's certificate of authentication of the Units
shall be in substantially the form set forth on the form of the Unit
Certificates.
     
                        ARTICLE THREE
     
                          The Units
     
     Section 301.  Title and Terms; Denominations.
     
     The aggregate number of Units evidenced by Unit Certificates authenticated,
executed on behalf of the Holders and delivered hereunder is limited to
4,150,000 (subject to increase up to a maximum of 585,400 to the extent the
over-allotment option of the underwriters under the Underwriting Agreement is
exercised), except for Unit Certificates authenticated, executed and delivered
upon registration of transfer of, in exchange for, or in lieu of, other Unit
Certificates pursuant to Section 304, 305, 306 or 805.
     
     All of the Unit Certificates authenticated, executed and delivered
hereunder shall be Normal Units except for any Unit Certificates evidencing
Stripped Units issued in connection with a Stripped Unit Creation pursuant to
Section 309 and Unit Certificates authenticated, executed and delivered upon
registration of transfer of, in exchange for, or in lieu of, other Unit
Certificates evidencing Stripped Units pursuant to Section 304, 305, 306 or 805.
     
     Unit Certificates shall be issuable only in registered form and only in
denominations of a single Unit and any integral multiple thereof.
     
     Section 302.  Rights and Obligations Evidenced by the Unit Certificates.
     
     Each Unit Certificate shall evidence the number of Units specified therein.
Prior to the purchase, if any, of shares of Common Stock under the Purchase
Contracts, the Units shall not entitle the Holders to any of the rights or
privileges of a holder of shares of Common Stock by virtue of holding such
Units, including, without limitation, the right to vote or receive any dividends
or other distributions or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or for the election of directors of the
Company or for any other matter.
     
     Section 303.  Execution, Authentication, Delivery and Dating.
     
     Subject to the provisions of Section 309 hereof, upon the execution and
delivery of this Agreement, and at any time and from time to time thereafter,
the Company may deliver Unit Certificates executed by the Company to the Unit
Agent for authentication, execution on behalf of the Holders and delivery,
together with its Issuer Order for authentication of such Unit Certificates, and
the Unit Agent in accordance with such Issuer Order shall authenticate, execute
on behalf of the Holders and make such Unit Certificates available for delivery.
     
     The Unit Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Unit Certificates may be manual or facsimile.
     
     Unit Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Unit Certificates or
did not hold such offices at the date of such Unit Certificates.
     
     Each Unit Certificate shall be dated the date of its authentication.
     
     No Purchase Contract or Call Option underlying a Unit evidenced by a Unit
Certificate shall be valid until such Unit Certificate has been executed on
behalf of the Holder by the manual signature of an authorized signatory of the
Unit Agent, as such Holder's attorney-in-fact.  Such signature by an authorized
signatory of the Unit Agent shall be conclusive evidence that the Holder of such
Unit Certificate has entered into the Purchase Contracts and Call Options
underlying the Units evidenced by such Unit Certificate.
     
     No Unit Certificate shall be entitled to any benefit under this Agreement
or be valid or obligatory for any purpose unless there appears on such Unit
Certificate a certificate of authentication substantially in the form provided
for herein executed by an authorized signatory of the Unit Agent by manual
signature, and such certificate upon any Unit Certificate shall be conclusive
evidence, and the only evidence, that such Unit Certificate has been duly
authenticated and delivered hereunder.
     
     Section 304.  Temporary Unit Certificates.
     
     Pending the preparation of definitive Unit Certificates, the Company shall
execute and deliver (together with an Issuer Order) to the Unit Agent, and the
Unit Agent shall authenticate, execute on behalf of the Holders, and deliver, in
lieu of such definitive Unit Certificates, temporary Unit Certificates which are
in substantially the form set forth in Exhibit A or Exhibit B hereto, with such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Units are listed
or Depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company executing such Unit Certificates, as evidenced by their
execution of the Unit Certificates.
     
     If temporary Unit Certificates are issued, the Company will cause
definitive Unit Certificates to be prepared without unreasonable delay.  After
the preparation of definitive Unit Certificates, the temporary Unit Certificates
shall be exchangeable for definitive Unit Certificates upon surrender of the
temporary Unit Certificates at the Corporate Trust Office, at the expense of the
Company and without charge to the Holder.  Upon surrender for cancellation of
any one or more temporary Unit Certificates, the Company shall execute and
deliver to the Unit Agent, and the Unit Agent shall authenticate, execute on
behalf of the Holder, and deliver in exchange therefor, one or more definitive
Unit Certificates of authorized denominations and evidencing a like number of
Normal Units or Stripped Units, as the case may be, as the temporary Unit
Certificate or Unit Certificates so surrendered.  Until so exchanged, the
temporary Unit Certificates shall in all respects evidence the same benefits and
the same obligations with respect to the Units evidenced thereby as definitive
Unit Certificates.
     
     Section 305.  Registration; Registration of Transfer and Exchange.
     
     The Unit Agent shall keep at the Corporate Trust Office registers (the
registers maintained in such office being herein referred to as the "Unit
Registers") in which, subject to such reasonable regulations as it may
prescribe, the Unit Agent shall provide for the registration of Unit
Certificates evidencing the Normal Units and the Stripped Units and of transfers
of Unit Certificates evidencing the Normal Units and the Stripped Units (the
Unit Agent, in such capacity, the "Unit Registrar").  Upon request from any
Trustee or Administrator of the Trust, the Unit Agent shall furnish to such
requesting party a copy of the Unit Register for the Unit Certificates
evidencing the Normal Units as promptly as practicable.
     
     Upon surrender for registration of transfer of any Unit Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Unit Agent,
and the Unit Agent shall authenticate, execute on behalf of the designated
transferee or transferees, and deliver, in the name of the designated transferee
or transferees, one or more new Unit Certificates evidencing a like number of
Normal Units or Stripped Units, as the case may be.
     
     At the option of the Holder, Unit Certificates may be exchanged for other
Unit Certificates evidencing a like number of Normal Units or Stripped Units, as
the case may be, upon surrender of the Unit Certificates to be exchanged at the
Corporate Trust Office.  Whenever any Unit Certificates are so surrendered for
exchange, the Company shall execute and deliver to the Unit Agent, and the Unit
Agent shall authenticate, execute on behalf of the Holder, and deliver the Unit
Certificates which the Holder making the exchange is entitled to receive.
     
     All Unit Certificates issued upon any registration of transfer or exchange
of a Unit Certificate shall evidence the ownership of the same number of Normal
Units or Stripped Units, as the case may be, and be entitled to the same
benefits and subject to the same obligations, under the Principal Agreements as
the Normal Units or Stripped Units, as the case may be, evidenced by the Unit
Certificate surrendered upon such registration of transfer or exchange.
    
     Every Unit Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Unit Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Unit Agent duly executed, by the Holder
thereof or his attorney duly authorized in writing.
     
     No service charge shall be made for any registration of transfer or ex-
change of a Unit Certificate, but the Company and the Unit Agent may require
payment from the Holder of a sum sufficient to cover any tax or other govern-
mental charge that may be imposed in connection with any registration of
transfer or exchange of Unit Certificates (which, for these purposes, includes a
Stripped Unit Creation or a transfer of Pledged Securities as contemplated by
Section 504(a)), other than any exchanges pursuant to Sections 304, 306 and 805
not involving any transfer.
     
     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Unit Agent, and the Unit Agent shall not be obligated
to authenticate, execute on behalf of the Holder and deliver any Unit Certifi-
cate in respect of a Unit Certificate presented or surrendered for registration
of transfer or for exchange on or after the Stock Purchase Date or the
Termination Date.  In lieu of delivery of a new Unit Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Unit Agent shall (a) if the Stock Purchase Date has occurred, deliver the
shares of Common Stock issuable in respect of the Purchase Contracts forming a
part of the Units evidenced by such Unit Certificate, or (b) if a Termination
Event shall have occurred on or prior to the Stock Purchase Date, transfer the
liquidation or principal amount of the Pledged Securities evidenced thereby, in
each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.
     
     The provisions of Clauses (a), (b), (c) and (d) below shall apply only to
Global Unit Certificates:
     
          (a)  Each Global Unit Certificate authenticated and executed on behalf
     of the Holders under this Agreement shall be registered in the name of the
     Depositary designated for such Global Unit Certificate or a nominee thereof
     and delivered to such Depositary or a nominee thereof or custodian
     therefor, and each such Global Unit Certificate shall constitute a single
     Unit Certificate for all purposes of this Agreement.
     
          (b)  Notwithstanding any other provision in this Agreement, no Global
     Unit Certificate may be exchanged in whole or in part for Unit Certificates
     registered, and no transfer of a Global Unit Certificate in whole or in
     part may be registered, in the name of any Person other than the Depositary
     for such Global Unit Certificate or a nominee thereof unless (i) such
     Depositary (x) has notified the Company that it is unwilling or unable to
     continue as Depositary for such Global Unit Certificate or (y) has ceased
     to be a clearing agency registered under the Exchange Act or (ii) there
     shall have occurred and be continuing a default by the Company in respect
     of its obligations under one or more Principal Agreements.
    
         (c)  Subject to Clause (b) above, any exchange of a Global Unit
     Certificate for other Unit Certificates may be made in whole or in part,
     and all Unit Certificates issued in exchange for a Global Unit Certificate
     or any portion thereof shall be registered in such names as the Depositary
     for such Global Unit Certificate shall direct.
     
         (d)  Every Unit Certificate authenticated and delivered upon
     registration of transfer of, in exchange for or in lieu of a Global Unit
     Certificate or any portion thereof, whether pursuant to this Section, Sec-
     tion 304, 306 or 805 or otherwise, shall be authenticated, executed on
     behalf of the Holders and delivered in the form of, and shall be, a Global
     Unit Certificate, unless such Unit Certificate is registered in the name of
     a Person other than the Depositary for such Global Unit Certificate or a
     nominee thereof.
     
     Section 306.  Mutilated, Destroyed, Lost and Stolen Unit Certificates.
     
     If any mutilated Unit Certificate is surrendered to the Unit Agent, the
Company shall execute and deliver to the Unit Agent, and the Unit Agent shall
authenticate, execute on behalf of the Holder, and deliver in exchange therefor,
a new Unit Certificate, evidencing the same number of Normal Units or Stripped
Units, as the case may be, and bearing a number not contemporaneously
outstanding.
     
     If there shall be delivered to the Company and the Unit Agent (a) evidence
to their satisfaction of the destruction, loss or theft of any Unit Certificate,
and (b) such security or indemnity as may be required by them to save each of
them and any agent of any of them harmless, then, in the absence of notice to
the Company or the Unit Agent that such Unit Certificate has been acquired by a
bona fide purchaser, the Company shall execute and deliver to the Unit Agent,
and the Unit Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen Unit
Certificate, a new Unit Certificate, evidencing the same number of Normal Units
or Stripped Units, as the case may be, and bearing a number not
contemporaneously outstanding.
     
     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Unit Agent, and the Unit Agent shall not be obligated
to authenticate, execute on behalf of the Holder, and deliver to the Holder, on
or after the Stock Purchase Date or the Termination Date, a Unit Certificate in
respect of any mutilated, destroyed, lost or stolen Unit Certificate.  In lieu
of delivery of a new Unit Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Unit Agent shall
(a) if the Stock Purchase Date has occurred, deliver the shares of Common Stock
issuable in respect of the Purchase Contracts forming a part of the Units
evidenced by such Unit Certificate, or (b) if a Termination Event shall have
occurred on or prior to the Stock Purchase Date, transfer the liquidation or
principal amount of the Pledged Securities evidenced thereby, in each case
subject to the applicable conditions and in accordance with the applicable
provisions of Article Five hereof.
     
     Upon the issuance of any new Unit Certificate under this Section, the
Company and the Unit Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Unit Agent) connected therewith.
     
     Every new Unit Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Unit Certificate shall constitute an original
additional contractual obligation of the Company and of the Holder, whether or
not the destroyed, lost or stolen Unit Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of the Principal Agreements equally and proportionately
with any and all other Unit Certificates delivered hereunder.
    
     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
settlement of mutilated, destroyed, lost or stolen Unit Certificates.
    
     Section 307.  Persons Deemed Owners.
     
     Prior to due presentment of a Unit Certificate for registration of trans-
fer, the Company and the Unit Agent, and any agent of the Company or the Unit
Agent, may treat the Person in whose name such Unit Certificate is registered as
the owner of the Units evidenced thereby, for the purpose of receiving payments
of distributions or interest on the Pledged Securities, receiving or making
payments of Contract Fees and performance of the underlying Purchase Contracts
and Call Options and for all other purposes whatsoever, whether or not the
payment of distributions or interest on the Pledged Securities or any Contract
Fee payable in respect of the Purchase Contracts constituting a part of the
Units evidenced thereby shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Unit Agent, nor any agent of the
Company or the Unit Agent, shall be affected by notice to the contrary.
    
     Notwithstanding the foregoing, with respect to any Global Unit Certificate,
nothing herein shall prevent the Company, the Unit Agent or any agent of the
Company or the Unit Agent, from giving effect to any written certification,
proxy or other authorization furnished by any Depositary (or its nominee), as a
Holder, with respect to such Global Unit Certificate or impair, as between such
Depositary and owners of beneficial interests in such Global Unit Certificate,
the operation of customary practices governing the exercise of rights of such
Depositary (or its nominee) as Holder of such Global Unit Certificate.
    
     Section 308.  Cancellation.
     
     All Unit Certificates surrendered for delivery of shares of Common Stock on
or after the Stock Purchase Date, transfer of Pledged Securities after the
occurrence of a Termination Event or registration of transfer or exchange shall,
if surrendered to any Person other than the Unit Agent, be delivered to the Unit
Agent and, if not already canceled, shall be promptly canceled by it.  The
Company may at any time deliver to the Unit Agent for cancellation any Unit
Certificates previously authenticated, executed and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Unit
Certificates so delivered shall, upon Issuer Order, be promptly canceled by the
Unit Agent.  No Unit Certificates shall be authenticated, executed on behalf of
the Holder and delivered upon transfer of, in exchange for or in lieu of any
Unit Certificates canceled as provided in this Section, except as expressly
permitted by this Agreement.  All canceled Unit Certificates held by the Unit
Agent shall be disposed of as directed by Issuer Order.
     
     If the Company or any Affiliate of the Company shall acquire any Unit
Certificate, such acquisition shall not operate as a cancellation of such Unit
Certificate unless and until such Unit Certificate is delivered to the Unit
Agent canceled or for cancellation.
     
     Section 309.   Substitution of Pledged Securities and Creation of Stripped
                         Units; Units Not Otherwise Separable.
     
     (a)  A Holder of  Normal Units may obtain the release from the Pledge of
such Holder's Pledged Securities underlying such Normal Units, free and clear of
the Company's and the Call Option Holder's security interests therein, and
convert such Normal Units into Stripped Units (collectively, a "Stripped Unit
Creation") at any time after the original issuance of such Normal Units and on
or prior to the second Business Day immediately preceding the Stock Purchase
Date by:
       
         (i)  delivering to the Collateral Agent: (w) Treasury Securities that
     through their scheduled payments will generate on the Stock Purchase Date
     an amount of cash that is at least equal to the aggregate Stated Amount of
     such  Normal Units, (x) if any Contract Fees are or will be payable by the
     Holders to the Company, Treasury Securities that through their scheduled
     payments will generate on each Quarterly Payment Date falling after the
     date on which the requirements for such Stripped Unit Creation contained in
     this Section 309(a) are satisfied and on or before the Stock Purchase Date
     an amount of cash equal to the aggregate Contract Fees that are scheduled
     to be payable in respect of the Purchase Contracts underlying such Normal
     Units on each such Quarterly Payment Date (assuming for this purpose that
     no Contract Fees will then have been deferred under Section 503); (y) if
     there are any deferred Contract Fees payable by such Holder to the Company
     on the date on which the requirements for such Stripped Unit Creation
     contained in this Section 309(a) are satisfied, an amount of cash equal to
     (1) the aggregate unpaid amount of such Contract Fees accrued to such date,
     if such date is a Quarterly Payment Date, and (2) the aggregate unpaid
      amount of such Contract Fees accrued to the Quarterly Payment Date
     immediately preceding such date plus interest thereon at a rate per annum
     equal to the Deferral Rate for the period from and including such Quarterly
     Payment Date to but excluding such date (calculated on the basis of a
     360-day year of twelve 30-day months), if such date is not a Quarterly
     Payment Date; and (z) if the Call Options underlying such Normal Units
     remain exercisable on  the date on which the requirements contained in this
     Section 309(a) for such Stripped Unit Creation are satisfied, an instrument
     from the Call Option Holder releasing its security interest in the Pledged
     Securities securing such Call Options and agreeing that such Call Options
     no longer underlie such Normal Units (or the Stripped Units they become);
     and
     
     (ii) surrendering the Unit Certificate evidencing such Normal Units,
     with the form of Request to Create Stripped Units thereon duly completed
     and executed, to the Unit Agent, whereupon the Unit Agent shall promptly
     request the Collateral Agent to release the Pledged Securities underlying
     such Normal Units;
     
     PROVIDED, HOWEVER, that if Treasury Securities are the Pledged Securities 
underlying such Normal Units, a Stripped Unit Creation may only be effected with
respect to a number of Normal Units that will result in the release from the
Pledge of Treasury Securities in denominations of $1,000 and integral multiples
thereof.
     
     (b)  Upon receipt of the items described in clause (i) of Section 309(a)
above and the request from the Unit Agent described in clause (ii) of Section
309(a) above, the Collateral Agent will, in accordance with the terms of the
Pledge Agreement, release to the Unit Agent, on behalf of the Holder, from the
Pledge, free and clear of the Company's and the Call Option Holders's security
interests therein, the securities that theretofore had been the Pledged
Securities underlying such Normal Units, and upon receipt thereof the Unit Agent
shall promptly:
     
          (i)  cancel the Unit Certificate for such Normal Units;
     
          (ii) transfer such released Pledged Securities to the Holder or,
       subject to Section 305, the Holder's designee;
     
          (iii)authenticate, execute on behalf of such Holder and deliver to the
     Holder or, subject to Section 305, the Holder's designee a Unit Certificate
     executed by the Company in accordance with Section 303 evidencing a number
     of Stripped Units equal to the number of such Normal Units.
     
Concurrently with the release of the securities that theretofore had been the
Pledged Securities underlying such Normal Units as contemplated by the preceding
sentence, the Treasury Securities delivered to the Collateral Agent as
contemplated by clause (i) of Section 309(a) above shall thereupon be
substituted for such securities as Pledged Securities underlying the Stripped
Units created from such Normal Units.
     
     (c)  Except for a Stripped Unit Creation effected in compliance with this
Section 309, for so long as the Purchase Contract underlying a Normal Unit
remains in effect such Normal Unit shall not be separable into its constituent
parts, and the rights and obligations of the Holder of such Normal Unit in
respect of the Pledged Securities, Purchase Contract  and Call Option underlying
such Normal Unit may be acquired, and may be transferred and exchanged, only as
an integrated Normal Unit.  For so long as the Purchase Contract underlying a
Stripped Unit remains in effect such Stripped Unit shall not be separable into
its constituent parts, and the rights and obligations of the Holder of such
Stripped Unit in respect of the Pledged Securities and Purchase Contract
underlying such Stripped Unit may be acquired, and may be transferred and
exchanged, only as an integrated Stripped Unit.  Other than a Unit Certificate,
no Holder of a Unit, nor any transferee thereof, shall be entitled to receive a
certificate evidencing the ownership of Pledged Securities or any other rights
or obligations underlying such Unit for so long as the Purchase Contract
underlying such Unit remains in effect.
     
     Section 310.  Payments on the Units.
     
     Contract Fees payable by the Company to the Holders, and all amounts
payable to Holders as required by Section 401 or 504(b), will be payable at the
office of the Unit Agent in The City of New York maintained for that purpose or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such address as it appears on the relevant Unit Register on
the Record Date; PROVIDED, HOWEVER, that for so long as any Units  are evidenced
by Global Certificates, the Unit Agent will pay each such amount payable in
respect of such Units by wire transfer in same-day funds, no later than
2:00 p.m., New York City time, on the Business Day such amount is received by
the Unit Agent from the Collateral Agent or the Company (or, if such amount is
received by the Unit Agent after 1:00 p.m., New York City time, on a Business
Day or on a day that is not a Business Day, no later than 10:00 a.m., New York
City time, on the next succeeding Business Day), to the Depositary, to the
account or accounts designated by it for such purpose.
    
                        ARTICLE FOUR
     
                   The Pledged Securities
     
     Section 401.  Payments on the Pledged Securities.
     
     On each Quarterly Payment Date, as provided by the terms of the Pledge
Agreement, subject to receipt by the Collateral Agent of the relevant payments
in respect of the Pledged Securities underlying any Holder's Units, (a) the
Collateral Agent shall, subject to Section 504(b), remit to the Unit Agent the
amount of such payments and (b) the Unit Agent shall pay the amount referred to
in clause (a) above, subject to receipt thereof by the Unit Agent from the
Collateral Agent, to the Person in whose name the Unit Certificate (or one or
more Predecessor Unit Certificates) evidencing such Units is registered at the
close of business on the Record Date next preceding such Quarterly Payment Date.
    
     Payments on the Pledged Securities on the Stock Purchase Date are discussed
at Section 504.
     
     Section 402.  Transfer of Pledged Securities Upon Occurrence of Termination
     Event.
     
     Upon the occurrence of a Termination Event and the transfer of the Pledged
Securities underlying each Holder's Units to the Unit Agent pursuant to the
terms of the Pledge Agreement, the Unit Agent shall request transfer
instructions with respect to such Pledged Securities from such Holder by written
request mailed to such Holder at his address as it appears in the relevant Unit
Register and shall give notice of such Termination Event to the Collateral
Agent.  Thereafter, upon surrender to the Unit Agent of a Unit Certificate
evidencing a Holder's Units, with transfer instructions in proper form for
transfer of the underlying Pledged Securities, the Unit Agent shall transfer the
Pledged Securities evidenced by such Unit Certificate to such Holder in
accordance with such instructions; PROVIDED, HOWEVER, that if the Pledged
Securities are to be transferred to a Person other than the Person in whose name
such Unit Certificate is registered, no such transfer shall be made unless the
Person requesting the transfer has paid any transfer and other taxes required by
reason of such transfer to a Person other than the registered Holder of such
Unit Certificate or has established to the satisfaction of the Company that such
tax either has been paid or is not payable.  Until the foregoing conditions to
transfer any of the Pledged Securities underlying any Units has been met, the
Unit Agent shall hold such Pledged Securities as custodian for the Holder of
such Units.
     
     If upon a Termination Event any Holder of Units would, after satisfying the
foregoing conditions, otherwise be entitled to receive (or have transferred to
such Holder's designee) Treasury Securities of any series having a principal
amount that is not an integral multiple of $1,000, such Holder shall instead be
entitled to receive (or have transferred to such Holder's designee) Treasury
Securities of such series in a principal amount equal to the next lower integral
multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury
Securities of such series contemplated by the succeeding sentence representing
such Holder's interest therein.  As soon as practicable after transfer to the
Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the
Unit Agent shall, on behalf of all Holders who, by virtue of the preceding
sentence, will not be entitled to a portion of the Treasury Securities of any
series to which they would otherwise be entitled, aggregate and sell the
Treasury Securities of such series representing such portion to or through one
or more U.S. government securities dealers at then prevailing prices, deduct
from the proceeds of such sales all commissions and other out-of-pocket
transaction costs incurred in connection with such sales and, until the net
proceeds therefrom have been distributed to the Holders entitled thereto or
their designees, hold such proceeds in trust for such Holders.
    
                        ARTICLE FIVE
     
                   The Purchase Contracts
     
     Section 501.  Purchase of Shares of Common Stock.
     
     Each Purchase Contract underlying a Unit shall obligate the Holder of such
Unit to purchase, and the Company to sell, on the Stock Purchase Date, at a
price equal to the Stated Amount, a number of shares of Common Stock equal to
the Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall
have occurred a Termination Event.  The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is greater than or equal to $38.5063
(the "Threshold Appreciation Price"), 0.8197 of a share of Common Stock per
Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than the Stated Amount, a fractional share of
Common Stock per Purchase Contract equal to the Stated Amount divided by the
Applicable Market Value (rounded upward or downward to the nearest 1/10,000th of
a share or, if there is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share) and (c) if the Applicable Market Value is less than or
equal to the Stated Amount, one share of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in Section 506.  As provided in
Section 509, no fractional shares of Common Stock will be issued upon settlement
of Purchase Contracts.
     
     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the twenty consecutive Trading Days ending on
the last Trading Day immediately preceding the Stock Purchase Date.  The
"Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The NASDAQ Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the over-the-
counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized investment
banking firm retained for this purpose by the Company.  A "Trading Day" means a
day on which the Common Stock (A) is not suspended from trading on any national
or regional securities exchange or association or over-the-counter market at the
close of business and (B) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of the Common Stock.
    
     Each Holder of a Unit Certificate evidencing Normal Units, by his accept-
ance thereof, irrevocably authorizes the Unit Agent to enter into and perform
the underlying Purchase Contracts and Call Options on his behalf as his
attorney-in-fact, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase Contracts
and Call Options, consents to the provisions of the Principal Agreements,
irrevocably authorizes the Unit Agent to enter into and perform the Call Option
Agreement and the Pledge Agreement on his behalf as his attorney-in-fact, and
consents to and agrees to be bound by the Pledge of the Pledged Securities
underlying such Normal Units pursuant to the Pledge Agreement.  Each Holder of a
Unit Certificate evidencing Stripped Units, by his acceptance thereof,
irrevocably authorizes the Unit Agent to enter into and perform the underlying
Purchase Contracts on his behalf as his attorney-in-fact, agrees to be bound by
the terms and provisions thereof, covenants and agrees to perform his
obligations under such Purchase Contracts, consents to the provisions of the
Principal Agreements, irrevocably authorizes the Unit Agent to perform the
Pledge Agreement on his behalf as his attorney-in-fact, and consents to and
agrees to be bound by the Pledge of the Pledged Securities underlying such
Stripped Units pursuant to the Pledge Agreement.  Each Holder of Units, by his
acceptance thereof, further irrevocably covenants and agrees that, unless such
Holder satisfies its obligations to the Company under the Purchase Contracts
underlying such Units as provided in Section 504(a), then to the extent and in
the manner provided in Section 504(b) and the Pledge Agreement, but subject to
the terms thereof, payments in respect of all or a portion of the principal of
or proceeds from the Pledged Securities on the Stock Purchase Date shall be paid
by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.
     
     Upon registration of transfer of a Unit Certificate, the transferee shall
be bound (without the necessity of any other action on the part of such
transferee) by the terms of the Purchase Contracts and any Call Options
evidenced thereby and by the Pledge Agreement and the transferor shall be
released from all such obligations evidenced by the Unit Certificate so
transferred.  The Company covenants and agrees, and each Holder of a Unit
Certificate, by his acceptance thereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.
     
     Section 502.  Contract Fees.
     
     Subject to Section 503, if any Contract Fees are or will be payable by the
Company to the Holders, the Company shall pay, prior to 1:00 p.m., New York City
time, on each Quarterly Payment Date to and including the Stock Purchase Date,
the Contract Fees payable in respect of each Purchase Contract to the Person in
whose name the Unit Certificate (or one or more Predecessor Unit Certificates)
evidencing such Purchase Contract is registered at the close of business on the
Record Date next preceding such Quarterly Payment Date.  The Company's
obligations with respect to such Contract Fees are hereby expressly subordinated
in right of payment to the prior payment in full of all Senior Indebtedness, to
the extent and in the manner set forth in the Indenture.
     
     Each Unit Certificate delivered under this Agreement upon registration of
transfer of, in exchange for or in lieu of any other Unit Certificate shall
carry the rights to receive and obligations to pay Contract Fees accrued and
unpaid, and to accrue, which were carried by the Purchase Contracts evidenced by
such other Unit Certificate.
     
    Section 503.  Deferral of Payment Dates For Contract Fee.
     
     So long as no default in the Company's obligations under the Principal
Agreements has occurred and is continuing, the Company shall have the right, at
any time prior to the Stock Purchase Date, to defer the payment of any or all of
the Contract Fees otherwise payable by the Company on any Quarterly Payment
Date, but only if the Company shall give the Holders and the Unit Agent written
notice of its election to defer such payment (specifying the amount to be
deferred) at least five Business Days prior to the earlier of (a) the next
succeeding Quarterly Payment Date or (b) the date the Company is required to
give notice of the Record Date or Quarterly Payment Date with respect to payment
of such Contract Fee to the NYSE or other applicable self-regulatory
organization or to Holders, or (c) the Record Date for such Quarterly Payment
Date.  Any Contract Fees so deferred shall bear additional Contract Fees thereon
at a rate per annum equal to the Deferral Rate (computed on the basis of a 360-
day year of twelve 30-day months), compounding on each succeeding Quarterly
Payment Date, until paid in full.  Deferred Contract Fees (and additional Con-
tract Fees accrued thereon) shall be due on the next succeeding Quarterly
Payment Date except to the extent that payment is deferred pursuant to this
Section.  No Contract Fees may be deferred to a date that is after the Stock
Purchase Date.
     
     In the event the Company exercises its option to defer the payment of
Contract Fees payable by it, then, until all deferred Contract Fees (including
additional Contract Fees accrued thereon) have been paid in full, the Company
shall not (a) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company's capital stock, (b) make any payment of principal, interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Company
that rank pari passu with or junior in right of payment to the Contract Fees or
(c) make any guarantee payments with respect to any guarantee by the Company of
any securities of any subsidiary of the Company if such guarantee ranks pari
passu or junior in right of payment to the Contract Fees (other than, in the
case of clauses (a), (b) and (c), (i) dividends or distributions in shares of,
or options, warrants or rights to subscribe for or purchase shares of, common
stock of the Company, (ii) any declaration of a dividend in connection with the
implementation of a stockholder's rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (iii) payments under the Company's guarantee of the QUIPS,
(iv) as a result of a reclassification of the Company's capital stock solely
into shares of one or more classes or series of the Company's capital stock or
the exchange or conversion of one class or series of the Company's capital stock
for another class or series of the Company's capital stock, (v) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being
converted or exchanged and (vi) purchases of common stock in connection with the
satisfaction by the Company of its obligations under any of the Company's
benefit plans for its and its subsidiaries' directors, officers or employees or
any of the company's dividend reinvestment plans).
     
     Section 504.  Payment of Purchase Price.
     
     (a)  A Holder of Units shall, by no later than 10:00 a.m., New York City
time, on the Stock Purchase Date, deliver to the Unit Agent payment of the
purchase price for the shares of Common Stock to be purchased pursuant to the
Purchase Contracts underlying such Units, which payment shall be made in lawful
money of the United States by certified or cashier's check payable to the order
of the Company in immediately available funds in an amount equal to the
aggregate Stated Amount of such Holder's Units.
     
     By 11:00 a.m., New York City time, on the Stock Purchase Date, the Unit
Agent shall (i) transfer to the Company all of the payments the Company is
entitled to receive as contemplated by the preceding sentence, (ii) notify the
Collateral Agent and the Company as to the number of Normal Units and the number
of Stripped Units, respectively, with respect to which payment has been received
as aforesaid (such Units being collectively referred to as "Paid Units") and the
number of Normal Units and the number of Stripped Units, respectively, with
respect to which payment has not been received as aforesaid (such Units being
collectively referred to as "Unpaid Units"), and (iii) request the Collateral
Agent (with notice of such request to the Company) to release the Pledged
Securities underlying the Paid Units (or, in the case of Treasury Securities,
the cash payments received thereon) from the Pledge and transfer such released
Pledged Securities (or such cash) to the Unit Agent for delivery to the Holders
of such Units entitled thereto, free and clear of the Company's security
interest therein.
     
     By 1:00 p.m., New York City time, on the Stock Purchase Date, the
Collateral Agent shall, as provided by the terms of the Pledge Agreement, comply
with the request referred to in clause (iii) of the preceding sentence (subject
to the Company's right under the Pledge Agreement to prevent the Collateral
Agent from doing so to the extent the aggregate amount the Company has received
as contemplated by clause (i) of the preceding sentence is less than the
aggregate amount payable with respect to the Units referred to in such request).
The Unit Agent shall thereupon, subject to its receipt from the Collateral Agent
of the Pledged Securities (or cash) referred to in such request and subject to
Section 305, transfer such released Pledged Securities (or cash) to the
respective Holders entitled thereto in accordance with the settlement
instructions specified in the form of Settlement Instructions appearing on the
Unit Certificates evidencing the Paid Units; PROVIDED, HOWEVER, that if any such
Unit Certificate is not surrendered to the Unit Agent with the form of
Settlement Instructions thereon duly completed and executed, the Unit Agent
shall hold such Pledged Securities (or cash), and any distributions or interest
received on such Pledged Securities, as custodian for the Holder entitled
thereto, to be delivered to such Holder (without any interest thereon and
subject to Section 305) upon surrender of such Unit Certificate to the Unit
Agent (with the form of Settlement Instructions thereon duly completed and
executed).
     
     (b)  With respect to each Holder's Unpaid Units, pursuant to the terms of
the Pledge Agreement, 
     
          (i)  (x) if QUIPS underlie such Unpaid Units, the Collateral Agent, on
     behalf of such Holder, shall exercise such Holder's right under the
     Declaration to require the Trust to distribute Junior Subordinated
     Debentures having an aggregate principal amount equal to the aggregate
     liquidation amount of such QUIPS, in exchange for such QUIPS, and, upon
     receiving such Junior Subordinated Debentures, shall thereupon, as put
     agent ("Put Agent"), exercise the Junior Subordinated Debenture Put Option
     with respect thereto and (y) if Junior Subordinated Debentures underlie
     such Unpaid Units, the Collateral Agent, on behalf of such Holder, shall,
     as Put Agent, exercise the Junior Subordinated Debenture Put Option with
     respect thereto; 
     
          (ii) the Collateral Agent shall deliver to the Company, out of  the
     proceeds from the exercise of such Junior Subordinated Debenture Put Option
     or, if Treasury Securities underlie such Unpaid Units, the proceeds from
     the payment of such Treasury Securities at maturity, an amount equal to the
     aggregate Stated Amount of such Unpaid Units plus the unpaid Contract Fees,
     if any, payable by such Holder to the Company in respect of such Unpaid
     Units to satisfy in full such Holder's obligations under such Unpaid Units;
     and 
     
          (iii)     the Collateral Agent shall remit to the Unit Agent, on
     behalf of such Holder, the remainder of the proceeds, if any, from the
     Pledged Securities underlying such Unpaid Units for distribution to such
     Holder.  
     
The amount referred to in clause (iii) above shall, subject to receipt thereof
by the Unit Agent from the Collateral Agent, be paid to the Person in whose name
the Unit Certificate (or one or more Predecessor Unit Certificates) evidencing
such Unpaid Units is registered at the close of business on the Record Date next
preceding the Stock Purchase Date.
     
     (c)  Each Holder will be entitled to apply any unpaid amounts owing by the
Company to such Holder as a set-off to reduce, dollar-for-dollar, any amounts
then owing by such Holder to the Company in respect of such Holder's Units, and
such set-off amounts will be treated for all purposes as having been paid in
full by such Holder as required hereby.
     
     (d)  The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder of the related Unit unless the Company shall have received payment in
full of the aggregate purchase price for the shares of Common Stock to be
purchased thereunder in the manner herein set forth (either directly or by
operation of set-off as contemplated by the preceding sentence).
     
     Section 505.  Issuance of Shares of Common Stock.
     
     As promptly as practicable on or after the Stock Purchase Date, upon
receipt by the Company of payment in full of the aggregate purchase price for
the shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article, and subject to Section 506(b), the Company shall
deposit with the Unit Agent, for the benefit of the Holders of the Units, one or
more certificates representing the shares of Common Stock registered in the name
of the Unit Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or
distributions with respect thereto, being hereinafter referred to as the
"Purchase Contract Settlement Fund") to which the Holders are entitled
hereunder.  Subject to the foregoing, upon surrender of a Unit Certificate to
the Unit Agent on or after the Stock Purchase Date, with the form of Settlement
Instructions thereon duly completed and executed, the Holder of such Unit
Certificate shall be entitled to receive in exchange therefor a certificate
representing that number of whole shares of Common Stock which such Holder is
entitled to receive pursuant to the provisions of this Article Five (after
taking into account all Units then held by such Holder) together with cash in
lieu of fractional shares as provided in Section 509 and any dividends or
distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon, and the Unit
Certificate so surrendered shall forthwith be cancelled.  Such shares shall be
registered in the name of the Holder or the Holder's designee as specified in
the form of Settlement Instructions appearing on the surrendered Unit
Certificate.
     
     If any shares of Common Stock issued in respect of a Purchase Contract are
to be registered to a Person other than the Person in whose name the Unit
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Unit Certificate evidencing
such Purchase Contract or has established to the satisfaction of the Company
that such tax either has been paid or is not payable.
    
     Section 506.  Adjustment of Settlement Rate.
     
     (a)  Adjustments for Dividends, Distributions, Stock Splits, Etc.
     
    (1)  In case the Company shall pay or make a dividend or other distribution
on any class of Common Stock of the Company in Common Stock, the Settlement Rate
in effect at the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be increased by dividing such Settlement Rate by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such increase to become
effective immediately after the opening of business on the day following the
date fixed for such determination.  For the purposes of this paragraph (1), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.  The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.
     
     (2)  In case the Company shall issue rights, options or warrants to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Units upon settlement of the Purchase Contracts underlying such
Units) entitling them, for a period expiring within 45 days after the record
date for the determination of stockholders entitled to receive such rights,
options or warrants, to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price per share of the Common Stock
on the date fixed for the determination of stockholders entitled to receive such
rights, options or warrants (other than pursuant to a dividend reinvestment
plan), the Settlement Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase, such increase
to become effective immediately after the opening of business on the day
following the date fixed for such determination.  For the purposes of this
paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock.  The Company shall not issue any such rights, options or
warrants in respect of shares of Common Stock held in the treasury of the
Company.
     
     (3)  In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Settlement Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.
     
     (4)  In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness or assets (including
securities, but excluding any rights or warrants referred to in paragraph (2) of
this Section, any dividend or distribution paid exclusively in cash and any
dividend or distribution referred to in paragraph (1) of this Section), the Set-
tlement Rate shall be increased so that the same shall equal the rate determined
by dividing the Settlement Rate in effect immediately prior to the close of
business on the date fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the numerator shall be the
Current Market Price per share of the Common Stock on the date fixed for such
determination less the then fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Unit Agent) of the portion of the assets or evidences
of indebtedness so distributed applicable to one share of Common Stock and the
denominator shall all be such Current Market Price per share of the Common
Stock, such adjustment to become effective immediately prior to the opening of
business on the day following the date fixed for the determination of stock-
holders entitled to receive such distribution.  In any case in which this para-
graph (4) is applicable, paragraph (2) of this Section shall not be applicable.
    
     (5)  In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding any cash that is distributed in a
Reorganization Event to which Section 506(b) applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, when combined with (I) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution to the extent
such amount has not already been applied in a prior adjustment pursuant to this
paragraph (5) and (II) the aggregate of the cash plus the fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution), as of the date of expiration of such
tender or exchange offer, of the consideration paid in respect of any tender or
exchange offer by the Company or any of its subsidiaries for all or any portion
of the Common Stock expiring within the 12 months preceding the date of payment
of such distribution and in respect of which no adjustment pursuant to paragraph
(6) of this Section has been made, exceeds 12.5% of the product of the Current
Market Price per share of the Common Stock on the date fixed for the
determination of stockholders entitled to receive such distribution times the
number of shares of Common Stock outstanding on such date (such excess portion
of such distribution being herein referred to as the "Excess Amount"), the
Settlement Rate shall be increased so that the same shall equal the rate
determined by dividing the Settlement Rate in effect immediately prior to the
close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of which (i) the numerator
shall be the Current Market Price per share of the Common Stock on the date
fixed for such determination less an amount equal to  (x) such Excess Amount
divided by (y) the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination and (ii) the denominator shall
be the Current Market Price per share of the Common Stock on the date fixed for
such determination, such adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution.
     
     (6)  In case the Company or any subsidiary of the Company shall consummate
a tender or exchange offer for all or any portion of the Common Stock and pay an
aggregate consideration in respect thereof having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that, when combined with (I) the aggregate
of the cash plus the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution), as
of the date of expiration of such tender or exchange offer, of the consideration
paid in respect of any other tender or exchange offer by the Company or any of
its subsidiaries for all or any portion of the Common Stock expiring within the
12 months preceding the date of expiration of such tender or exchange offer and
in respect of which no adjustment pursuant to this paragraph (6) has been made
and (II) the aggregate amount of any distributions to all holders of the
Company's Common Stock made exclusively in cash within 12 months preceding the
date of expiration of such tender or exchange offer to the extent such amount
has not already been applied in a prior adjustment pursuant to paragraph (5) of
this Section, exceeds 12.5% of the product of the Current Market Price per share
of the Common Stock on the date of expiration of such tender or exchange offer
times the number of shares of Common Stock outstanding (including any tendered
shares) at the close of business on the date of such expiration, the Settlement
Rate shall be increased so that the same shall equal the rate determined by
dividing the Settlement Rate in effect immediately prior to the close of
business on the date of such expiration by a fraction  of which (i) the
numerator shall be (A) the product of (I) the Current Market Price per share of
the Common Stock on the date of such expiration and (II) the number of shares of
Common Stock outstanding (including any tendered shares) at the close of
business on the date of such expiration less (B) the amount of cash plus the
fair market value (determined as aforesaid) of the aggregate consideration paid
in respect of such tender or exchange offer and (ii) the denominator shall be
the product of (A) the Current Market Price per share of the Common Stock on the
date of such expiration and (B) the number of shares of Common Stock outstanding
(including any tendered shares) at the close of business on the date of such
expiration less the number of shares acquired pursuant to such tender or
exchange, such adjustment to become effective immediately prior to the opening
of business on the day following the date of such expiration.
     
     (7)  The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 506(b) applies) shall be deemed to involve
(i) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within the
meaning of paragraph (4) of this Section), and (ii) a subdivision or combina-
tion, as the case may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares of Common
Stock outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (3) of this Section).
    
     (8)  The "Current Market Price" per share of Common Stock on any day means
the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex" date with respect to the issuance or distribution requiring such
computation.  For purposes of this paragraph, the term "  ex' date", when used
with respect to any issuance or distribution, shall mean the first date on which
the Common Stock trades regular way on such exchange or in such market without
the right to receive such issuance or distribution.
     
     (9)  All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or, if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share).  No adjustment
in the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; PROVIDED, HOWEVER, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. 
If an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 506(a), an adjustment shall also
be made to the Applicable Market Value solely to determine which of clauses (a),
(b) or (c) of the definition of Settlement Rate in Section 501 will apply on the
Stock Purchase Date.  Such adjustment shall be made by multiplying the
Applicable Market Value by a fraction of which the numerator shall be the
Settlement Rate immediately after such adjustment pursuant to paragraph (1),
(2), (3), (4), (5), (6), (7) or (10) of this Section 506(a) and the denominator
shall be the Settlement Rate immediately before such adjustment.
     
     (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.
     
     (b)  Adjustment for Consolidation, Merger or Other Reorganization Event.  
In the event of (i) any consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is the
continuing corporation and in which the Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of the Company or another corporation), (ii) any sale, transfer,
lease or conveyance to another Person of the property of the Company as an
entirety or substantially as an entirety, (iii) any statutory exchange of
securities of the Company with another Person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Company (any such event, a "Reorganization Event"), the Settlement Rate will be
adjusted to provide that each Holder of Units will receive on the Stock Purchase
Date with respect to each Purchase Contract forming a part thereof, the kind and
amount of securities, cash and other property receivable upon such
Reorganization Event by a Holder of the number of shares of Common Stock
issuable on account of each Purchase Contract if the Stock Purchase Date had
occurred immediately prior to such Reorganization Event, assuming such Holder of
Common Stock is not a Person with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent Person"), or an Affiliate of
a constituent Person, and failed to exercise his rights of election, if any, as
to the kind or amount of securities, cash and other property receivable upon
such Reorganization Event (PROVIDED that if the kind or amount of securities,
cash and other property receivable upon such Reorganization Event is not the
same for each share of Common Stock held immediately prior to such
Reorganization Event by other than a constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).  In the event
of such a Reorganization Event, the Person formed by such consolidation, merger
or exchange or the Person which acquires the assets of the Company or, in the
event of a liquidation or dissolution of the Company, the Company or a
liquidating trust created in connection therewith, shall execute and deliver to
the Unit Agent an agreement supplemental hereto providing that the Holders of
each Outstanding Unit shall have the rights provided by this Section 506.  Such
supplemental agreement shall provide for adjustments which, for events
subsequent to the effective date of such supplemental agreement, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section.  The above provisions of this Section shall similarly apply to
successive Reorganization Events.
     
  Section 507.  Notice of Adjustments and Certain Other Events.
    
     (a)  Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:
     
          (i)  forthwith compute the adjusted Settlement Rate in accordance with
      Section 506 and prepare and transmit to the Unit Agent an Officers'
      Certificate setting forth the Settlement Rate, the method of calculation
      thereof in reasonable detail, and the facts requiring such adjustment and
      upon which such adjustment is based; and
     
         (ii) within 10 Business Days following the occurrence of an event that
      permits or requires an adjustment to the Settlement Rate pursuant to
      Section 506 (or if the Company is not aware of such occurrence, as soon as
      practicable after becoming so aware), provide a written notice to the
      Holders of the Units of the occurrence of such event and a statement in
      reasonable detail setting forth the method by which the adjustment to the
      Settlement Rate was determined and setting forth the adjusted Settlement
      Rate.
     
          (b)  The Unit Agent shall not at any time be under any duty or
responsibility to any holder of Units to determine whether any facts exist which
may require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same.  The Unit Agent shall not be accountable
with respect to the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities or property, which may at the time be issued
or delivered with respect to any Purchase Contract; and the Unit Agent makes no
representation with respect thereto.  The Unit Agent shall not be responsible
for any failure of the Company to issue, transfer or deliver any shares of
Common Stock pursuant to a Purchase Contract or to comply with any of the
duties, responsibilities or covenants of the Company contained in this Article.
    
     Section 508.  No Fractional Shares.
     
          No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Stock Purchase Date. 
If Unit Certificates evidencing more than one Purchase Contract shall be
surrendered for settlement at one time by the same Holder, the number of full
shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Unit Certificates so surrendered.  Instead of any fractional share of Common
Stock which would otherwise be deliverable upon settlement of any Purchase Con-
tracts on the Stock Purchase Date, the Company, through the Unit Agent, shall
make a cash payment in respect of such fractional interest in an amount equal to
such fraction times the Applicable Market Value.  The Company shall provide the
Unit Agent from time to time with sufficient funds to permit the Unit Agent to
make all cash payments required by this Section 508 in a timely manner.
    
     Section 509.  Charges and Taxes.
     
        The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the shares of Common Stock pursuant to 
the Purchase Contracts; PROVIDED, HOWEVER, that the Company shall not be 
required to pay any such tax or taxes which may be payable in respect of any 
exchange of or substitution for a Unit Certificate evidencing a Purchase 
Contract or any issuance of a share of Common Stock in a name other than that of
the registered Holder of a Unit Certificate surrendered in respect of the 
Purchase Contracts evidenced thereby, other than in the name of the Unit Agent, 
as custodian for such Holder, and the Company shall not be required to issue or 
deliver such share certificates or Unit Certificates unless or until the Person 
or Persons requesting the transfer or issuance thereof shall have paid to the 
Company the amount of such tax or shall have established to the satisfaction of 
the Company that such tax has been paid.
     
     Section 510.  Termination Event; Notice.
     
      The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, all obligations and
rights to pay or receive any accrued or deferred Contract Fees or to settle such
Purchase Contracts pursuant to this Article Five, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Unit Agent or the Company, if, on or prior to the Stock Purchase
Date, a Termination Event shall have occurred.  Upon the occurrence of a
Termination Event, the Company shall give written notice to the Unit Agent, the
Collateral Agent and the Holders, at their addresses as they appear in the Unit
Registers.  Upon and after the occurrence of a Termination Event, the provisions
of this Article Five (other than this Section 510) shall automatically terminate
and be of no further force or effect, and the Unit Certificates shall thereafter
represent only the right to receive the Pledged Securities forming a part of the
Units theretofore evidenced thereby in accordance with the provisions of
Section 402 and the Pledge Agreement.
     
                         ARTICLE SIX
     
                          Remedies
     Section 601.  Unconditional Rights of Holders.
     
     Notwithstanding any other provision in this Agreement, the Holder of any
Unit shall have the right, which is absolute and unconditional but which is
subject to Section 510, to purchase Common Stock pursuant to the Purchase
Contract underlying such Unit and to receive payment of Contract Fees payable by
the Company to such Holder with respect to such Purchase Contract and, in each
such case, to institute suit for the enforcement of any such right, and such
rights shall not be impaired without the consent of such Holder.
     
     Section 602.  Restoration of Rights and Remedies.
     
          If any Holder of Units has instituted any proceeding to enforce any 
right or remedy under this Agreement and such proceeding has been discontinued 
or abandoned for any reason, or has been determined adversely to such Holder, 
then and in every such case, subject to any determination in such proceeding, 
the Company and such Holder shall be restored severally and respectively to 
their former positions hereunder and thereafter all rights and remedies of such 
Holder shall continue as though no such proceeding had been instituted.
    
     Section 603.  Rights and Remedies Cumulative.
     
     Except as otherwise provided with respect to the replacement of mutilated,
destroyed, lost or stolen Unit Certificates in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Holders
of Units is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
     
     Section 604.  Delay or Omission Not Waiver.
     
     No delay or omission of any Holder to exercise any right or remedy shall
impair any such right or remedy or constitute a waiver of any such right.  Every
right and remedy given by this Article or by law to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by such Holders.
    
     Section 605.  Undertaking for Costs.
     
     All parties to this Agreement agree, and each Holder of any Unit by his
acceptance of the Unit Certificate evidencing such Unit shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Agreement, or in any suit against
the Unit Agent for any action taken, suffered or omitted by it as Unit Agent,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; PROVIDED that the provisions of this Section shall not
apply to any suit instituted by the Company, to any suit instituted by the Unit
Agent, to any suit instituted by any Holder of Units, or group of Holders,
holding in the aggregate more than 10% of the number of Outstanding Units, or to
any suit instituted by any Holder of Units for the enforcement of payments due
in respect of Pledged Securities or Contract Fees on Purchase Contracts
underlying such Units on or after the respective due dates therefor, or for
enforcement of the right to purchase shares of Common Stock under the Purchase
Contracts constituting a part of such Units.
     
     Section 606.  Waiver of Stay or Extension Laws.
     
     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Unit Agent or the Holders, but will suffer and
permit the execution of every such power as though no such law had been enacted.
    
                        ARTICLE SEVEN
     
                       The Unit Agent
     
     Section 701.  Certain Duties and Responsibilities.
     
     (a)(i)    The Unit Agent undertakes to perform, with respect to the
      Units, such duties and only such duties as are specifically set forth in
      this Agreement, and no implied covenants or obligations shall be read into
      this Agreement against the Unit Agent; and
     
      (ii)  in the absence of bad faith or negligence on its part, the Unit
     Agent may, with respect to the Units, conclusively rely, as to the truth of
      the statements and the correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Unit Agent and conforming to the
      requirements of this Agreement, but in the case of any certificates or
      opinions which by any provision hereof are specifically required to be
      furnished to the Unit Agent, the Unit Agent shall be under a duty to
      examine the same to determine whether or not they conform to the
      requirements of this Agreement.
     
     (b)  No provision of this Agreement shall be construed to relieve the Unit
Agent from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that
     
      (i)   this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section;
     
      (ii) the Unit Agent shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it shall be proved that the
      Unit Agent was negligent in ascertaining the pertinent facts; and
    
      (iii)     no provision of this Agreement shall require the Unit Agent
      to expend or risk its own funds or otherwise incur any financial liability
      in the performance of any of its duties hereunder, or in the exercise of
      any of its rights or powers, if it shall have reasonable grounds for
      believing that repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it.
     
     (c)  Whether or not therein expressly so provided, every provision of this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Unit Agent shall be subject to the provisions of this Section.
    
     Section 702.  Notice of Default.
     
     Within 90 days after the occurrence of any default by the Company
hereunder, of which a Responsible Officer of the Unit Agent has actual
knowledge, the Unit Agent shall transmit by mail to all Holders of Units, as
their names and addresses appear in the Unit Registers, notice of such default
hereunder, unless such default shall have been cured or waived.
     
     Section 703.  Certain Rights of Unit Agent.
     
          Subject to the provisions of Section 701:
     
          (a)  the Unit Agent may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;
     
          (b)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
     Request, and any resolution of the Board of Directors of the Company may be
     sufficiently evidenced by a Board Resolution;
     
          (c)  whenever in the administration of this Agreement the Unit Agent
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Unit Agent (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate of the Company;
     
          (d)  the Unit Agent may consult with counsel and the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;
     
          (e)  the Unit Agent shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Unit Agent, in its discretion, may make reasonable
     further inquiry or investigation into such facts or matters related to the
     issuance of the Units and the execution, delivery and performance of the
     Purchase Contracts as it may see fit, and, if the Unit Agent shall
     determine to make such further inquiry or investigation, it shall be
     entitled to examine the books, records and promises of the Company,
     personally or by agent or attorney; and
     
         (f)  the Unit Agent may execute any of its powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys
      and the Unit Agent shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder.
     
     Section 704.  Not Responsible for Recitals or Issuance of Units.
     
     The recitals contained herein and in the Unit Certificates shall be taken
as the statements of the Company and the Unit Agent assumes no responsibility
for their correctness.  The Unit Agent makes no representations as to the
validity or sufficiency of this Agreement or of the Units.  The Unit Agent shall
not be accountable for the use or application by the Company of the proceeds in
respect of the QUIPS or Purchase Contracts.
     
     Section 705.  May Hold Units.
     
     Any Unit Registrar or any other agent of the Company, or the Unit Agent, in
its individual or any other capacity, may become the owner or pledgee of Units
and may otherwise deal with the Company with the same rights it would have if it
were not Unit Registrar or such other agent, or the Unit Agent.
    
     Section 706.  Money Held in Trust.
     
     Money held by the Unit Agent in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Unit Agent shall be under
no obligation to invest or pay interest on any money received by it hereunder
except as otherwise agreed with the Company.
     
     Section 707.  Compensation and Reimbursement.
     
          The Company agrees:
    
          (a)  to pay to the Unit Agent from time to time reasonable
     compensation for all services rendered by it hereunder as the Company and
     the Unit Agent shall from time to time agree in writing;
    
          (b)  except as otherwise expressly provided herein, to reimburse the
     Unit Agent upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Unit Agent in accordance with any
     provision of this Agreement (including the reasonable compensation and the
     expenses and disbursements of its agents and counsel), except any such
     expense, disbursement or advance as may be attributable to its negligence
     or bad faith; and
     
          (c)  to indemnify the Unit Agent and any predecessor Unit Agent and
     their agents for, and to hold each of them harmless against, any and all
     loss, damage, claim, liability or expense, including taxes (other than
     taxes based upon, measured by or determined by the income of the Unit
     Agent), incurred without negligence or bad faith on its part, arising out
     of or in connection with the acceptance or administration of its duties
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder.
     
     Section 708.  Corporate Unit Agent Required; Eligibility.
     
     There shall at all times be an Unit Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in the Borough of Man-
hattan, The City of New York, if there be such a corporation in the Borough of
Manhattan, The City of New York qualified and eligible under this Article and
willing to act on reasonable terms.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  If at any time the Unit Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.
     
     Section 709.  Resignation and Removal; Appointment of Successor.
     
     (a)  No resignation or removal of the Unit Agent and no appointment of a
successor Unit Agent pursuant to this Article shall become effective until the
acceptance of appointment by the successor Unit Agent in accordance with the
applicable requirements of Section 710.
    
     (b)  The Unit Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such resignation.  If the
instrument of acceptance by a successor Unit Agent required by Section 710 shall
not have been delivered to the Unit Agent within 30 days after the giving of
such notice of resignation, the resigning Unit Agent may petition any court of
competent jurisdiction for the appointment of a successor Unit Agent.
     
     (c)  The Unit Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Units delivered to the Unit Agent and the
Company.
     
     (d)  If at any time
     
          (i)  the Unit Agent fails to comply with Section 310(b) of the TIA, as
    if the Unit Agent were an indenture trustee under an indenture qualified
    under the TIA, after written request therefor by the Company or by any
    Holder who has been a bona fide Holder of a Unit for at least six months,
    or
     
         (ii) the Unit Agent shall cease to be eligible under Section 708 and
    shall fail to resign after written request therefor by the Company or by
    any such Holder, or
     
         (iii)     the Unit Agent shall become incapable of acting or shall be
    adjudged a bankrupt or insolvent or a receiver of the Unit Agent or of its
    property shall be appointed or any public officer shall take charge or
    control of the Unit Agent or of its property or affairs for the purpose of
    rehabilitation, conservation or liquidation,
     
then, in any such case, (x) the Company by a Board Resolution may remove the
Unit Agent, or (y) any Holder who has been a bona fide Holder of a Unit for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Unit Agent
and the appointment of a successor Unit Agent.
     
     (e)  If the Unit Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Unit Agent for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Unit
Agent and shall comply with the applicable requirements of Section 710.  If no
successor Unit Agent shall have been so appointed by the Company and accepted
appointment in the manner required by Section 710, any Holder who has been a
bona fide Holder of a Unit for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Unit Agent.
     
     (f)  The Company shall give, or shall cause such successor Unit Agent to
give, notice of each resignation and each removal of the Unit Agent and each
appointment of a successor Unit Agent by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Units as their names and
addresses appear in the Unit Registers.  Each notice shall include the name of
the successor Unit Agent and the address of its Corporate Trust Office.
    
     Section 710.  Acceptance of Appointment by Successor.
     
     (a)  In case of the appointment hereunder of a successor Unit Agent, every
such successor Unit Agent so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Unit Agent an instrument accepting such appoint-
ment, and thereupon the resignation or removal of the retiring Unit Agent shall
become effective and such successor Unit Agent, without any further act, deed or
conveyance, shall become vested with all the rights, powers, agencies and duties
of the retiring Unit Agent; but, on the request of the Company or the successor
Unit Agent, such retiring Unit Agent shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor Unit Agent all the
rights, powers and trusts of the retiring Unit Agent and shall duly assign,
transfer and deliver to such successor Unit Agent all property and money held by
such retiring Unit Agent hereunder.
     
     (b)  Upon request of any such successor Unit Agent, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Unit Agent all such rights, powers and agencies
referred to in paragraph (a) of this Section.
     
     (c)  No successor Unit Agent shall accept its appointment unless at the
time of such acceptance such successor Unit Agent shall be qualified and
eligible under this Article.
     
     Section 711.  Merger, Conversion, Consolidation or Succession to Business.
     
     Any corporation into which the Unit Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Unit Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Unit Agent, shall be the successor of the Unit Agent hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Unit Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Unit Agent then in office, any successor by merger, conversion or consolidation
to such Unit Agent may adopt such authentication and execution and deliver the
Unit Certificates so authenticated and executed with the same effect as if such
successor Unit Agent had itself authenticated and executed such Units.
    
     Section 712.  Preservation of Information; Communications to Holders.
     
     (a)  The Unit Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Unit Agent in
its capacity as Unit Registrar.
     
     (b)  If three or more Holders (herein referred to as "applicants") apply in
writing to the Unit Agent, and furnish to the Unit Agent reasonable proof that
each such applicant has owned a Unit for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Agreement or under the Units and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Unit Agent shall, within five Business Days after the receipt of such
application, afford such applicants access to the information preserved at the
time by the Unit Agent in accordance with Section 712(a).
     
     (c)  Every Holder of Units, by receiving and holding the Unit Certificates
evidencing the same, agrees with the Company and the Unit Agent that none of the
Company, the Unit Agent nor any agent of any of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 712(b), regardless of the
source from which such information was derived.
     
     Section 713.  No Obligations of Unit Agent.
     
     Except to the extent otherwise provided in this Agreement, the Unit Agent
assumes no obligations and shall not be subject to any liability under this
Agreement or any Purchase Contract or Call Option in respect of the obligations
of the Holder of any Unit thereunder.  The Company agrees, and each Holder of a
Unit Certificate, by his acceptance thereof, shall be deemed to have agreed,
that the Unit Agent's execution of the Unit Certificates on behalf of the
Holders shall be solely as agent and attorney-in-fact for the Holders, and that
the Unit Agent shall have no obligation to perform such Purchase Contracts or
Call Options on behalf of the Holders, except to the extent expressly provided
in Article Five hereof.
     
     Section 714.  Tax Compliance.
     
     (a)  The Unit Agent, on its own behalf and on behalf of the Company, will
comply with all applicable certification, information reporting and withholding
(including "backup" withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments made
with respect to the Units or (ii) the issuance, delivery, holding, transfer,
redemption or exercise of rights under the Units.  Such compliance shall
include, without limitation, the preparation and timely filing of required
returns and the timely payment of all amounts required to be withheld to the
appropriate taxing authority or its designated agent.
     
     (b)  The Unit Agent shall comply with any direction received from the Com-
pany with respect to the application of such requirements to particular payments
or Holders or in other particular circumstances, and may for purposes of this
Agreement rely on any such direction in accordance with the provisions of
Section 701(a)(ii) hereof.
     
     (c)  The Unit Agent shall maintain all appropriate records documenting com-
pliance with such requirements, and shall make such records available, on
written request, to the Company or to its authorized representative within a
reasonable period of time after receipt of such request.
    
                        ARTICLE EIGHT
     
                   Supplemental Agreements
     
     Section 801.  Supplemental Agreements Without Consent of Holders.
     
     Without the consent of any Holders, the parties to any Principal Agreement,
at any time and from time to time, may enter into one or more agreements
supplemental hereto or thereto, in form satisfactory to such parties, for any of
the following purposes:
     
     (1)  to evidence the succession of another Person to any such party,
     and the assumption by any such successor of the covenants of such party
     herein or therein and under the Units; or
     
      (2)  to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or
     
     (3)  to evidence and provide for the acceptance of appointment here-
     under by a successor Unit Agent; or
     
     (4)  to evidence the succession of another Person to the rights of the
     Call Option Holder under the Call Options, in connection with a transfer of
     such rights by the Call Option Holder to such Person; or
     
     (5)  to make provision with respect to the rights of Holders pursuant
     to the requirements of Section 506(b); or
     
     (6)  to cure any ambiguity, to correct or supplement any provisions
     herein or therein which may be inconsistent with any other provisions
     herein or therein, or to make any other provisions with respect to such
     matters or questions arising under such Principal Agreement, provided such
     action shall not adversely affect the interests of the Holders.
     
     Section 802.  Supplemental Agreements with Consent of Holders.
     
     With the consent of the Holders of not less than a majority of the
Outstanding Units (or, with respect to modifications that adversely affect only
the Holders of Normal Units or only the Holders of Stripped Units, with the
consent of the Holders of not less than a majority of the Outstanding Units that
comprise Normal Units or Stripped Units, as the case may be), by Act of said
Holders delivered to the parties to any Principal Agreement, such parties (when
authorized, in the case of the Company, by a Board Resolution) may enter into an
agreement or agreements supplemental to such Principal Agreement for the purpose
of modifying in any manner the terms of the Units, or the provisions of such
Principal Agreement or the rights of the Holders in respect of the Units;
PROVIDED, HOWEVER, that no such supplemental agreement shall, without the
consent of the Holder of each Outstanding Unit affected thereby,
     
          (1)  change any payment date;
     
          (2)  change the amount or type of Pledged Securities underlying a
     Unit, impair the right of the Holder of any Unit to receive distributions
     or interest payments on the underlying Pledged Securities or otherwise
     adversely affect the Holder's rights in or to such Pledged Securities
     (including the rights of Holders of Normal Units to effect a Stripped Unit
     Creation);
     
          (3)  reduce the Contract Fees or other amounts receivable by Holders
     in respect of Units or increase other amounts payable by Holders in respect
     of Units or change any place where, or the coin or currency in which, any
     Contract Fees or other amounts receivable or payable in respect of Units
     are payable;
     
         (4)  impair the right to institute suit for the enforcement of any
      Purchase Contract;
     
         (5)  reduce the number of shares of Common Stock to be purchased
     pursuant to any Purchase Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Purchase Contract, change the Stock
     Purchase Date or otherwise adversely affect the Holder's rights under any
     Purchase Contract; or
     
         (6)  reduce the amount payable on exercise of any Call Option, extend
     the Call Option Expiration Date (as defined in the Call Option Agreement)
     or otherwise adversely affect any Holder's rights under any Call Option; or
     
         (7)  reduce the percentage of the Outstanding Units the consent of
     whose Holders is required for any such supplemental agreement.
    
     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.
    
     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any supplemental
agreement to any Principal Agreement.  If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental agreement, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.
     
     Section 803.  Execution of Supplemental Agreements.
     
     In executing, or accepting the additional agencies created by, any supple-
mental agreement permitted by this Article or the modifications thereby of the
agencies created by the Principal Agreements, the Unit Agent shall be entitled
to receive and (subject to Section 701) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement.  The Unit Agent may, but
shall not be obligated to, enter into any such supplemental agreement which
affects the Unit Agent's own rights, duties or immunities under this Agreement
or otherwise.
     
     Section 804.  Effect of Supplemental Agreements.
     
     Upon the execution of any supplemental agreement under this Article, the
relevant Principal Agreement shall be modified in accordance therewith, and such
supplemental agreement shall form a part of such Principal Agreement for all
purposes; and every Holder of Unit Certificates theretofore or thereafter
authenticated, executed on behalf of the Holder and delivered hereunder shall be
bound thereby.
     
     Section 805.  Reference to Supplemental Agreements.
     
     Unit Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Unit Agent, bear a notation in form
approved by the Unit Agent as to any matter provided for in such supplemental
agreement.  If the Company shall so determine, new Unit Certificates so modified
as to conform, in the opinion of the Unit Agent and the Company, to any such
supplemental agreement may be prepared and executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the Unit Agent
in exchange for Outstanding Unit Certificates evidencing the same number of
Normal Units or Stripped Units, as the case may be.
     
                        ARTICLE NINE
     
          Consolidation, Merger, Sale or Conveyance
     
     Section 901.  Covenant Not to Merge, Consolidate, Sell or Convey Property
     Except Under Certain Conditions.
     
     The Company covenants that it will not merge or consolidate with any other
Person or sell or convey all or substantially all of its assets to any Person,
except that the Company may merge or consolidate with, or sell or convey all or
substantially all of its assets to, any other Person, provided that (a) the
Company shall be the continuing corporation, or the successor (if other than the
Company) shall be a corporation organized and existing under the laws of the
United States of America or a State thereof and such corporation shall assume
the obligations of the Company under the Purchase Contracts and the Pledge
Agreement by one or more supplemental agreements in form satisfactory to the
Unit Agent and, in the case of the Pledge Agreement, the Collateral Agent,
executed and delivered to the Unit Agent, and, in the case of the Pledge
Agreement, the Collateral Agent by such corporation, and (b) the Company or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance of any covenant or condition under any Principal Agreement or under
any of the Units.
     
     Section 902.  Rights and Duties of Successor Corporation.
     
    In case of any such consolidation, merger, sale or conveyance and upon any
such assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company with the same effect as if it had
been named in the Principal Agreements as the Company.  Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of AmerUs Life Holdings, Inc., any or all of the Unit
Certificates evidencing Units issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Unit Agent; and, upon the
order of such successor corporation, instead of the Company, and subject to all
the terms, conditions and limitations in this Agreement prescribed, the Unit
Agent shall authenticate and execute on behalf of the Holders and deliver any
Unit Certificates which previously shall have been signed and delivered by the
officers of the Company to the Unit Agent for authentication and execution, and
any Unit Certificate evidencing Units which such successor corporation
thereafter shall cause to be signed and delivered to the Unit Agent for that
purpose.  All the Unit Certificates so issued shall in all respects have the
same legal rank and benefit under this Agreement as the Unit Certificates
theretofore or thereafter issued in accordance with the terms of this Agreement
as though all of such Unit Certificates had been issued at the date of the
execution hereof.
     
     In case of any such consolidation, merger, sale or conveyance such change
in phraseology and form (but not in substance) may be made in the Unit
Certificates evidencing Units thereafter to be issued as may be appropriate.
    
     Section 903.  Opinion of Counsel to Unit Agent.
     
     The Unit Agent, subject to Sections 701 and 703, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
Article.
     
                         ARTICLE TEN
     
                          Covenants
     
     Section 1001.  Performance Under Purchase Contracts.
     
     The Company covenants and agrees for the benefit of the Holders from time
to time of the Units that it will duly and punctually perform its obligations
under the Purchase Contracts in accordance with the terms of the Purchase
Contracts and this Agreement.
     
     Section 1002.  Maintenance of Office or Agency.
     
     The Company will maintain in the Borough of Manhattan, The City of New York
an office or agency where Unit Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement and for transfer of
Pledged Securities upon occurrence of a Termination Event, where Unit
Certificates may be surrendered for registration of transfer or exchange or for
effecting Stripped Unit Creations, where payment of Contract Fees payable by the
Company to the Holders may be made and where notices and demands to or upon the
Company in respect of the Units and this Agreement may be served.  The Company
will give prompt written notice to the Unit Agent of the location, and any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Unit Agent with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Company hereby appoints the Unit Agent as its agent to receive all such
presentations, surrenders, notices and demands.
     
     The Company may also from time to time designate one or more other offices
or agencies where Unit Certificates may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes.  The Company will give prompt
written notice to the Unit Agent of any such designation or rescission and of
any change in the location of any such other office or agency.  The Company
hereby designates as the place of payment for the Units the Corporate Trust
Office and appoints the Unit Agent at its Corporate Trust Office as paying agent
in such city.
     
     Section 1003.  Company to Reserve Common Stock.
     
     The Company shall at all times prior to the Stock Purchase Date reserve and
keep available, free from preemptive rights, out of its authorized but unissued
Common Stock the full number of shares of Common Stock issuable against tender
of payment in respect of all Purchase Contracts underlying the Units.
    
     Section 1004.  Covenants as to Common Stock.
     
     The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of the Purchase Contracts underlying the
Units will, upon issuance, be newly issued (i.e., not issued out of treasury
shares) and be duly authorized, validly issued, fully paid and nonassessable.
    
     Section 1005.  Statements of Officers of the Company as to Default.
     
     The Company will deliver to the Unit Agent, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.
     
         
 <PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
     duly executed as of the day and year first above written.
     
                              AMERUS LIFE HOLDINGS, INC.
     
     
     
                              By: /s/ Roger K. Brooks                           
                                   ------------------------------------------
                                   Roger K. Brooks
                                      Chairman, President and 
                                      Chief Executive Officer 
     
                              FIRST UNION NATIONAL BANK, as Unit Agent
     
     
     
                              By: /s/ Shawn K. Bednasek                      
                                   ------------------------------------------
                                   Shawn K. Bednasek
                                      Vice President
          <PAGE>
                                                   EXHIBIT A
                Form of Normal Unit Certificate
                                
                                 AMERUS LIFE HOLDINGS, INC.
     
      7.00% Adjustable Conversion-rate Equity Security Units
     
          (Stated Amount $31.5625  per Normal Unit)
     
     
     CUSIP No. --------
     
     No. -----                            ------Normal Units
     
     
     This Unit Certificate certifies that                                 is the
registered Holder of the number of Normal Units set forth above.  Each Normal
Unit represents the right to purchase Common Stock under a Purchase Contract
with AmerUs Life Holdings, Inc., an Iowa corporation (the "Company"), together
with ownership of the QUIPS-SM-* or other Pledged Securities pledged to secure
the obligations referred to in (a) and (b) below, subject to (a) the obligations
owed to the Company under such Purchase Contract, (b) for so long as any Call
Options remain exercisable, the obligations owed to the Call Option Holder under
a Call Option and (c) the pledge arrangements securing the foregoing
obligations.
     
     Each Purchase Contract evidenced hereby is governed by a Master Unit
Agreement, dated as of July 27, 1998 (the "Master Unit Agreement"), between the
Company and First Union National Bank, as unit  agent (herein called the "Unit
Agent").  All terms used herein which are not defined herein and which are
defined in the Master Unit Agreement have the meanings set forth therein.  Each
Call Option evidenced hereby is governed by the Call Option Agreement.  The
Pledge of the Pledged Securities evidenced hereby is governed by the Pledge
Agreement.  Reference is hereby made to the Master Unit Agreement, the Call
Option Agreement and the Pledge Agreement, and any supplemental agreements
thereto, for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Unit Agent, the Company,
the Call Option Holder, the Collateral Agent and the Holders.  The summary
contained herein is qualified in its entirety by the provisions of the Principal
Agreements, and the Principal Agreements shall govern the rights of the parties
to the extent that there is any conflict between such summary and such
provisions. 
     
     ---------------------
     
          *    QUIPS is a servicemark of Goldman, Sachs & Co.<PAGE>

     Each Purchase Contract evidenced hereby obligates the Holder of this Unit
Certificate to purchase, and the Company to sell, on July 27, 2001 (the "Stock
Purchase Date"), at a price equal to $31.5625 (the "Stated Amount"), a number of
shares of Class A Common Stock, no par value per share, having such terms as set
forth in the Company's certificate of incorporation, as amended from time to
time  ("Common Stock"), of the Company equal to the Settlement Rate, unless on
or prior to the Stock Purchase Date there shall have occurred a Termination
Event.  The "Settlement Rate" is equal to (a) if the Applicable Market Value (as
defined in the Master Unit Agreement) is greater than or equal to $38.5063 (the
"Threshold Appreciation Price"), 0.8197 of a share of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than the Stated Amount, a fractional share of
Common Stock per Purchase Contract equal to the Stated Amount divided by the
Applicable Market Value (rounded to the nearest 1/10,000th of a share or, if
there is no nearest 1/10,000th of a share, rounded downward to the nearest
1/10,000th of a share) and (c) if the Applicable Market Amount is less than or
equal to the Stated Amount, one share of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in the Master Unit Agreement.  No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, but instead of issuing any fractional interest the Company shall make
a cash payment as provided in the Master Unit Agreement.  The purchase price for
the shares of Common Stock to be purchased pursuant to each Purchase Contract
evidenced hereby, if not paid by 10:00 a.m., New York City time, on the Stock
Purchase Date, shall be paid by application of payments received by the Company
on the Stock Purchase Date from the Collateral Agent pursuant to the Pledge
Agreement in respect of the Pledged Securities pledged to secure such Holder's
obligations under such Purchase Contract.  
     
     The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights and
obligations to receive and pay accrued or deferred Contract Fees, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Unit Agent or the Company, if, on or prior to the
Stock Purchase Date, a Termination Event shall have occurred.  Upon and after
the occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Securities from the Pledge.  The Normal Units shall thereafter represent
the right to receive the Pledged Securities forming a part of such Normal Units
in accordance with the provisions of the Master Unit Agreement and the Pledge
Agreement.
       
     The Call Options evidenced hereby entitle the Call Option Holder to acquire
the QUIPS (or Junior Subordinated Debentures substituted therefor) evidenced
hereby on or before April 27, 2001 unless prior to the exercise thereof there
shall have occurred a Termination Event.  The Call Option Holder may exercise
such Call Options only in whole together with the Call Options underlying the
other Normal Units, by delivering to the Unit Agent a notice of exercise and
delivering to the Collateral Agent the Aggregate Call Option Exercise
Consideration, whereupon the QUIPS or Junior Subordinated Debentures underlying
the Normal Units will be released from the Pledge and the Treasury Securities
constituting all or part of the Aggregate Call Option Exercise Consideration
delivered to the Collateral Agent will be substituted as the Pledged Securities
underlying the Normal Units.
     
     The Company shall pay, on each January 27, April 27, July 27 and October
27, commencing October 27, 1998 (each, a "Quarterly Payment Date"), in respect
of each Purchase Contract evidenced hereby, a fee (the "Contract Fee") accruing
on the Stated Amount of such Unit from and including the date of first issuance
of any Units at a rate per annum equal to 0.14% (the "Contract Fee Rate")
(computed on the basis of a 360-day year of twelve 30-day months and subject to
deferral as described in the Master Unit Agreement), plus any additional fees
accrued thereon pursuant to Section 503 of the Master Unit Agreement. The
Company's obligations with respect to Contract Fees shall be, to the extent
provided in the Master Unit Agreement, subordinate and subject in right of
payment to all Senior Indebtedness.
     
     Payments due to the Holder in respect of the Normal Units evidenced hereby
will be payable to the Person in whose name this Unit Certificate (or a
Predecessor Unit Certificate) is registered at the close of business on the
Record Date next preceding the relevant payment date.
     
     The transfer of any Unit Certificate will be registered and Unit
Certificates may be exchanged as provided in the Master Unit Agreement.  The
Unit Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Master Unit Agreement.  No
service charge shall be required for any such registration of transfer or
exchange, but the Company and the Unit Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.  Except as provided in the Master Unit Agreement in connection with a
Stripped Unit Creation, for so long as the Purchase Contract underlying a Normal
Unit remains in effect, such Normal Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Normal
Unit in respect of the Pledged Securities and Purchase Contract constituting
such Normal Unit may be transferred and exchanged only as an integrated Normal
Unit.
     
     Upon registration of transfer of this Unit Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee) by the terms of the Purchase Contracts and Call Options evidenced
hereby and by the Pledge Agreement, and the transferor shall be released from
such obligations.  The Company covenants and agrees, and the Holder, by his
acceptance hereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.
     
     The Holder of this Unit Certificate, by his acceptance hereof, irrevocably
authorizes the Unit Agent to enter into and perform the related Purchase
Contracts and Call Options evidenced hereby on his behalf as his attorney-in--
fact, agrees to be bound by the terms and provisions thereof, covenants and
agrees to perform his obligations under such Purchase Contracts and Call
Options, consents to the provisions of the Principal Agreements, irrevocably
authorizes the Unit Agent to enter into and perform the Call Option Agreement
and the  Pledge Agreement on his behalf as his attorney-in-fact, and consents to
and agrees to be bound by the Pledge of the Pledged Securities evidenced hereby
pursuant to the Pledge Agreement.
     
     Subject to certain exceptions, the provisions of the Principal Agreements
may be amended with the consent of the Holders of at least a majority of the
Outstanding Units or, if the amendment affects only the Holders of the Normal
Units or only the Holders of the Stripped Units, at least a majority of the
Outstanding Units comprising Normal Units or Stripped Units, as the case may be.
    
     THE PURCHASE CONTRACTS AND CALL OPTIONS SHALL FOR ALL PURPOSES BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
     
     The Company, the Unit Agent and any agent of the Company or the Unit Agent
may treat the Person in whose name this Unit Certificate is registered as the
owner of the Normal Units evidenced hereby for the purpose of receiving payments
of distributions or interest on the Pledged Securities, receiving the rights and
performing the obligations under the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Unit Agent nor any such agent shall be affected by notice to the contrary.
   
     THE PURCHASE CONTRACTS SHALL NOT, PRIOR TO THE SETTLEMENT THEREOF, ENTITLE
THE HOLDER TO ANY OF THE RIGHTS OF A HOLDER OF SHARES OF COMMON STOCK.
   
     Copies of the Principal Agreements are available for inspection at the
offices of the Unit Agent.
     
     Unless the certificate of authentication hereon has been executed by the
Unit Agent by manual signature, this Unit Certificate shall not be entitled to
any benefit under the Principal Agreements or be valid or obligatory for any
purpose.
<PAGE>
     IN WITNESS WHEREOF, the Company and the Holder hereby agree to their
     respective obligations under the Purchase Contracts evidenced by this
     instrument, and the Holder hereby acknowledges that the Pledged Securities
     evidenced by this instrument are subject to the Pledge under the Pledge
     Agreement.
     
     
                                   AMERUS LIFE HOLDINGS, INC.
     
          By:-----------------------------------------------
     
     Attest: -----------------------------
     
                                   HOLDER SPECIFIED ABOVE
     
                                   By: First Union National Bank,             
                                        
                                   as Attorney-in-Fact of such Holder
     
                                   By:-----------------------------------
     
     
     IN WITNESS WHEREOF, the Holder hereby agrees, for the benefit of the Call
     Option Holder, to its obligations under any Call Options evidenced by this
     instrument, and the Holder hereby acknowledges, for the benefit of the Call
     Option Holder, that the Pledged Securities evidenced by this instrument are
     subject to the Pledge under the Pledge Agreement.
     
                                   HOLDER SPECIFIED ABOVE
     
                                   By: First Union National Bank,             
                                        
                                   as Attorney-in-Fact of such Holder
     
                                   By:-------------------------------------
     
     Dated:
     
     Unit Agent's Certificate of Authentication 
     
        This is one of the Unit Certificates referred to in the within mentioned
     Master Unit Agreement.
     
     First Union National Bank,                    
     as Unit Agent
     
          By: ------------------------------<PAGE>
     
     
     
                   Settlement Instructions
     
          The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Stock Purchase Date of the
Purchase Contracts underlying the number of Normal Units evidenced by this Unit
Certificate be registered in the name of, and delivered, together with a check
in payment for any fractional share, to the undersigned at the address indicated
below unless a different name and address have been indicated below.  If shares
are to be registered in the name of a Person other than the undersigned, the
undersigned will pay any transfer tax payable incident thereto.
     
Dated: ------------------------------   -------------------------------------
                                             Signature*
     
     
     If shares are to be registered
     in the 
     name of and delivered to a
     Person 
     other than the Holder, please
     print
     such Person's name and
     address:
                      REGISTERED HOLDER
     
     Please print name and address
     of 
     Registered Holder:
     
     
     
     -------------------------
               Name
     
     
     -------------------------
               Address
     
     
     -------------------------
     Social Security or other
     Taxpayer
     Identification Number, if any
     
     -------------------------
               Name
     
     
     -------------------------
               Address
     
     
     -------------------------
     
     
     -------------------------
     
     
     
     
     
     
     
     
     
     
     
     
     
*  Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if Common Stock is to be delivered other than to, and in
the name of, the registered Holder.
<PAGE>
              Request to Create Stripped Units
     
     The undersigned Holder directs that (a) the Pledged Securities underlying
the number of Normal Units indicated below (which number does not exceed the
number of Normal Units evidenced by this Unit Certificate) be released from the
Pledge and registered in the name of, and delivered to, the undersigned at the
address indicated below unless a different name and address have been indicated
below and (b) a corresponding number of Stripped Units be registered in the name
of, and delivered to, the undersigned at the address indicated below unless a
different name and address have been indicated below.  If the released Pledged
Securities or the Stripped Units are to be registered in the name of a Person
other than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.
     
     The undersigned confirms that the requisite Treasury Securities, any
required cash and the instrument from the Call Option Holder have been delivered
to the Collateral Agent.
     
Dated: -------------------------------  -------------------------------------
                                             Signature*
     
If released Pledged Securities are to be registered in the name of and delivered
to a Person other than the Holder, please print
     such Person's name and address:    REGISTERED HOLDER
     
     Please print name and address of 
     Registered Holder:
     
     -----------------------------
               Name
     
     
     -----------------------------
               Address
     
     
     -----------------------------
     Social Security or other Taxpayer
     Identification Number, if any 
     -----------------------------
               Name
     
     
     
               Address
     
     
     ---------------------------
     
     
     ---------------------------
     
     If Stripped Units are to be registered in the name of and delivered to a
     Person other than the Holder, please print such Person's name and address: 
     
     
     ----------------------------
               Name
     
     
     ----------------------------
               Address
     
     
     ----------------------------
     Social Security or other Taxpayer
     Identification Number, if any 
     
          
*  Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if Pledged Securities or Stripped Units are to be
delivered other than to, and in the name of, the registered Holder.
<PAGE>
                                                   EXHIBIT B
               Form of Stripped Unit Certificate
                                 
                 AMERUS LIFE HOLDINGS, INC.
     
     7.00% Adjustable Conversion-rate Equity Security Units
     
              (Stated Amount $31.5625 per Unit)
     
     CUSIP No. -------
     
     No.  --------                    ------- Stripped Units
     
     
     This Unit Certificate certifies that                                 is the
registered Holder of the number of Stripped Units set forth above.  Each
Stripped Unit represents the right to purchase Common Stock under a Purchase
Contract with AmerUs Life Holdings, Inc., an Iowa corporation (the "Company"),
together with ownership of the Treasury Securities pledged to secure the
obligations referred to in (a) below, subject to (a) the obligations owed to the
Company under such Purchase Contract and (b) the pledge arrangements securing
the foregoing obligations.
     
     Each Purchase Contract evidenced hereby is governed by a Master Unit
Agreement, dated as of July 27, 1998 (the "Master Unit Agreement"), between the
Company and First Union National Bank, as unit  agent (herein called the "Unit
Agent").  All terms used herein which are not defined herein and which are
defined in the Master Unit Agreement have the meanings set forth therein.  The
Pledge of the Pledged Securities evidenced hereby is governed by the Pledge
Agreement.  Reference is hereby made to the Master Unit Agreement and the Pledge
Agreement, and any supplemental agreements thereto, for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Unit Agent, the Company, the Collateral Agent and the Holders.
The summary contained herein is qualified in its entirety by the provisions of
the Principal Agreements, and the Principal Agreements shall govern the rights
of the parties to the extent that there is any conflict between such summary and
such provisions. 
     
    Each Purchase Contract evidenced hereby obligates the Holder of this Unit
Certificate to purchase, and the Company to sell, on July 27, 2001 (the "Stock
Purchase Date"), at a price equal to $31.5625 (the "Stated Amount"), a number of
shares of Class A Common Stock, no par value per share, having such terms as set
forth in the Company's certificate of incorporation, as amended from time to
time ("Common Stock"), of the Company equal to the Settlement Rate, unless on or
prior to the Stock Purchase Date there shall have occurred a Termination Event. 
The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
in the Master Unit Agreement) is greater than or equal to $38.5063 (the
"Threshold Appreciation Price"), 0.8197 of a share of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than the Stated Amount, a fractional share of
Common Stock per Purchase Contract equal to the Stated Amount divided by the
Applicable Market Value (rounded to the nearest 1/10,000th of a share or, if
there is no nearest 1/10,000th of a share, rounded downward to the nearest
1/10,000th of a share) and (c) if the Applicable Market Amount is less than or
equal to the Stated Amount, one share of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in the Master Unit Agreement.  No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, but instead of any fractional interest the Company shall make a cash
payment as provided in the Master Unit Agreement. The purchase price for the
shares of Common Stock to be purchased pursuant to each Purchase Contract
evidenced hereby, if not paid by 10:00 a.m., New York City time, on the Stock
Purchase Date, shall be paid by application of payments received by the Company
on the Stock Purchase Date from the Collateral Agent pursuant to the Pledge
Agreement in respect of the Pledged Securities pledged to secure such Holder's
obligations under such Purchase Contract.  
     
     The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights and
obligations to receive and pay accrued or deferred Contract Fees, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Unit Agent or the Company, if, on or prior to the
Stock Purchase Date, a Termination Event shall have occurred.  Upon and after
the occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Securities from the Pledge.  The Stripped Units shall thereafter
represent the right to receive the Pledged Securities forming a part of such
Stripped Units in accordance with the provisions of the Master Unit Agreement
and the Pledge Agreement.
       
    The Company shall pay, on each January 27, April 27, July 27 and October
27, commencing October 27, 1998 (each, a "Quarterly Payment Date"), in respect
of each Purchase Contract evidenced hereby, a fee (the "Contract Fee") accruing
on the Stated Amount of such Unit from and including the date of first issuance
of any Units at a rate per annum equal to 0.14% (the "Contract Fee Rate")
(computed on the basis of a 360-day year of twelve 30-day months and subject to
deferral as described in the Master Unit Agreement), plus any additional fees
accrued thereon pursuant to Section 503 of the Master Unit Agreement.  The
Company's obligations with respect to Contract Fees shall be, to the extent
provided in the Master Unit Agreement, subordinated and subject in right of
payment to all Senior Indebtedness.
     
     Payments due to the Holder in respect of the Stripped Units evidenced
hereby will be payable to the Person in whose name this Unit Certificate (or a
Predecessor Unit Certificate) is registered at the close of business on the
Record Date next preceding the relevant payment date.
     
     The transfer of any Unit Certificate will be registered and Unit
Certificates may be exchanged as provided in the Master Unit Agreement.  The
Unit Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Master Unit Agreement.  No
service charge shall be required for any such registration of transfer or
exchange, but the Company and the Unit Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.  For so long as the Purchase Contract underlying a Stripped Unit
remains in effect, such Stripped Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Stripped
Unit in respect of the Pledged Securities and Purchase Contract constituting
such Stripped Unit may be transferred and exchanged only as an integrated
Stripped Unit.
     
     Upon registration of transfer of this Unit Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee) by the terms of the Purchase Contracts evidenced hereby and by the
Pledge Agreement, and the transferor shall be released from such obligations. 
The Company covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.
    
     The Holder of this Unit Certificate, by his acceptance hereof, irrevocably
authorizes the Unit Agent to enter into and perform the related Purchase
Contracts evidenced hereby on his behalf as his attorney-in-fact, agrees to be
bound by the terms and provisions thereof, covenants and agrees to perform his
obligations under such Purchase Contracts, consents to the provisions of the
Principal Agreements, irrevocably authorizes the Unit Agent to enter into and
perform the  Pledge Agreement on his behalf as his attorney-in-fact, and
consents to and agrees to be bound by the Pledge of the Pledged Securities
evidenced hereby pursuant to the Pledge Agreement.
     
     Subject to certain exceptions, the provisions of the Principal Agreements
may be amended with the consent of the Holders of at least a majority of the
Outstanding Units or, if the amendment affects only the Holders of the Normal
Units or only the Holders of the Stripped Units, at least a majority of the
Outstanding Units comprising Normal Units or Stripped Units, as the case may be.
    
     THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
     
     The Company, the Unit Agent and any agent of the Company or the Unit Agent
may treat the Person in whose name this Unit Certificate is registered as the
owner of the Stripped Units evidenced hereby for the purpose of receiving
payments of distributions or interest on the Pledged Securities, receiving the
rights and performing the obligations under the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Unit Agent nor any such agent shall be affected by notice to the contrary.
     
     THE PURCHASE CONTRACTS SHALL NOT, PRIOR TO THE SETTLEMENT THEREOF, ENTITLE
THE HOLDER TO ANY OF THE RIGHTS OF A HOLDER OF SHARES OF COMMON STOCK.
    
     Copies of the Principal Agreements are available for inspection at the
offices of the Unit Agent.
     
     Unless the certificate of authentication hereon has been executed by the
Unit Agent by manual signature, this Unit Certificate shall not be entitled to
any benefit under the Principal Agreements or be valid or obligatory for any
purpose.
<PAGE>
     IN WITNESS WHEREOF, the Company and the Holder hereby agree to their
     respective obligations under the Purchase Contracts evidenced by this
     instrument, and the Holder hereby acknowledges that the Pledged Securities
     evidenced by this instrument are subject to the Pledge under the Pledge
     Agreement.
     
     
                                   AMERUS LIFE HOLDINGS, INC.
     
       By:--------------------------------------------------
     
     Attest: ---------------------
     
                                   HOLDER SPECIFIED ABOVE
     
                                   By: First Union National Bank,              
                                   as Attorney-in-Fact of such Holder
     
                              By:----------------------------------------------
     
     
     Dated:
     
     Unit Agent's Certificate of Authentication 
     
     This is one of the Unit Certificates referred to in the within mentioned
     Master Unit Agreement.
     
     First Union National Bank,                      
     as Unit Agent
     
     By: ---------------------------------
     
     
                              
          <PAGE>
                   Settlement Instructions
     
     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Stock Purchase Date of the
Purchase Contracts underlying the number of Stripped Units evidenced by this
Unit Certificate be registered in the name of, and delivered, together with a
check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated below. 
If shares are to be registered in the name of a Person other than the under-
signed, the undersigned will pay any transfer tax payable incident thereto.
     
Dated: -------------------------   ------------------------------------------
                                             Signature*
     
     If shares are to be registered in the name of and delivered to a Person 
     other than the Holder, please print such Person's name and address:   
     REGISTERED HOLDER
     
     Please print name and address of 
     Registered Holder:
     
     ---------------------------------
               Name
     
     
     ---------------------------------
               Address
     
     
     ---------------------------------
     Social Security or other Taxpayer
     Identification Number, if any 
     ---------------------------------
               Name
     
     
     ---------------------------------
               Address
     
     
     ---------------------------------
     
     
     ---------------------------------
     
          
     
     
     
     
     
     
     
     
*  Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if Common Stock is to be delivered other than to, and in
the name of, the registered Holder.