content: SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
  
                               FORM 8-K
  
  
                           CURRENT REPORT
  
  
                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
  
  
             Date of Report (Date of earliest event reported):
                            December 28, 1995
  
  
                       Commission File Number 0-12788
  
  
                         CASEY'S GENERAL STORES, INC.
             (Exact name of registrant as specified in its charter)
  
  
            IOWA                     42-0935283
  (State or other jurisdiction            (I.R.S. Employer
   of incorporation or                     Identification Number)
   organization)
  
                     ONE CONVENIENCE BLVD., ANKENY, IOWA
                   (Address of principal executive offices)
  
  
                                    50021     
                                  (Zip Code)
  
                                (515) 965-6100
            (Registrant's telephone number, including area code)
  
  
                                     NONE
             (Former name, former address if changed since last report)
  
  <PAGE
  ITEM 5.  OTHER EVENTS.
  
       On December 28, 1995, Casey's General Stores, Inc. (the
  "Company") issued $30,000,000 in aggregate principal amount of
  7.38% Senior Notes due December 28, 2020 (the "Senior Notes"),
  pursuant to the terms of a Note Agreement dated as of December 1,
  1995 (the "Note Agreement") by and between the Company and
  Principal Mutual Life Insurance Company (the "Purchaser").  The
  Company will apply the proceeds from the sale of the Senior Notes
  to fund new construction and remodeling of Company stores,
  including land and equipment acquisitions for Company stores.
  
       The Senior Notes bear interest at the rate of 7.38% per
  annum prior to maturity, payable semi-annually on the
  twenty-eighth day of June and December of each year, commencing
  June 28, 1996, and at maturity, and bear interest on overdue
  principal (including any overdue required or optional
  prepayment), premium, if any, and (to the extent legally
  enforceable) on any overdue installment of interest at the rate
  of 9.38% per annum.  The Senior Notes mature on December 28,
  2020.
  
       In addition to the payment of all outstanding principal of
  the Senior Notes at maturity, and regardless of the amount of
  Senior Notes which may be outstanding from time to time, the
  Company shall prepay and there shall become due and payable on
  the twenty-eighth day of June and December in each year,
  prepayment of the principal amount of the Senior Notes in the
  amount of $1,428,571.43, or such lesser amount as would
  constitute payment in full on the Senior Notes, commencing
  December 28, 2010 and ending June 28, 2020, inclusive, with the
  remaining principal payable at maturity on December 28, 2020 (the
  "Required Prepayments").  Each such Required Prepayment shall be
  at a price of 100% of the principal amount prepaid, together with
  interest accrued thereon to the date of prepayment.
  
       Upon notice as provided in the Note Agreement, the Company
  may at any time prepay the Senior Notes, in whole or in part, at
  any time, in an amount of not less than $1,000,000 or in integral
  multiples of $100,000 in excess thereof (the "Optional
  Prepayments").  Each Optional Prepayment shall be at a price of
  (i) 100% of the principal amount to be prepaid, plus interest
  accrued thereon to the date of prepayment, if the Reinvestment
  Yield (as defined in the Note Agreement) on the applicable
  Determination Date (as defined in the Note Agreement), equals or
  exceeds the interest rate payable on or in respect of the Senior
  Notes, or (ii) 100% of the principal amount to be prepaid, plus interest
  accrued thereon to the date of prepayment, plus a premium, if the 
  Reinvestment Yield on such Determination Date is less than the interest 
  rate payable on or in respect of the Senior Notes.  The premium shall equal 
  (X) the aggregate present value of the amount of principal being prepaid 
  and the present value of the amount of interest (exclusive of interest 
  accrued to the date of prepayment) which would have been payable in 
  respect of such principal absent such prepayment, determined by
  discounting each such amount utilizing an interest factor equal
  to the Reinvestment Yield, less (Y) the principal amount to be
  prepaid.  Any Optional Prepayment of less than all of the Senior
  Notes outstanding shall be applied to reduce, pro rata, each of
  the Required Prepayments and the final payment at maturity.
  <PAGE>
       In the Note Agreement, the Company makes certain
  representations and warranties to the Purchaser and, while any of
  the Senior Notes are outstanding, agrees to comply with certain
  affirmative covenants addressing, among other matters, the
  maintenance of corporate existence, insurance, properties and
  records and the provision of certain financial information and
  reports to the Purchaser.  The Company also agrees to be bound by
  certain negative covenants while the Senior Notes are outstanding
  addressing, among other matters, the net worth, indebtedness and
  fixed charge ratio to be maintained while the Senior Notes are
  outstanding, additional Liens (as defined in the Note Agreement),
  mergers or consolidations, sale of assets and restricted
  investments.  Upon the occurrence of an Event of Default (which,
  as more fully defined in the Note Agreement, would include, among
  other matters, nonpayment of the principal of or interest on the
  Senior Notes or a breach of any of the foregoing covenants), the
  Purchaser may declare the entire principal amount of the Senior
  Notes, together with the premium described in the Note Agreement
  and all accrued interest, to be immediately due and payable.
  
       Attached hereto as Exhibit 4.4 and incorporated herein by
  reference is a copy of the Note Agreement between the Company and
  the Purchaser, and the Annexes and Exhibits thereto, as follows:
  Annex I - Subsidiaries; Annex II - Existing Indebtedness of the
  Company; Annex III - Description of Liens; Annex IV - Schedule of
  Insurance; Annex V - Iowa Franchise Law Disclosure; Exhibit A -
  Form of 7.38% Senior Note; and Exhibit B - Statement Regarding
  Legal Opinions.  The foregoing description of the Senior Notes is
  qualified in its entirety by reference to the Note Agreement and
  the form of Senior Note described therein.
  
       In conjunction with the issuance of the Senior Notes on
  December 28, 1995, the Company, the Purchaser and Nippon Life
  Insurance Company of America (together with the Purchaser,
  hereinafter referred to as the "Original Purchasers") also
  entered into a First Amendment to Note Agreement dated as of
  December 1, 1995 (the "First Amendment"), amending the Note
  Agreement dated as of February 1, 1993 (the "Original Agreement")
  between the Company and the Original Purchasers pursuant to which
  $30,000,000 in principal amount of 7.70% Senior Notes due
  December 15, 2004 were issued.  The First Amendment corrects an
  ambiguity in Section 7.6 of the Original Agreement and modifies
  two of the investment covenants included in Section 7.7 of the
  Original Agreement.  Attached hereto as Exhibit 4.3(a) and
  incorporated herein by reference is a copy of the First Amendment
  between the Company and the Original Purchasers.  The foregoing
  description of the First Amendment is qualified in its entirety
  by reference to the full text of said First Amendment.  
  <PAGE>
  
  Item 7.   EXHIBITS.
  <TABLE>
  <CAPTION>
  
  <C>       <S>
  4.3(a)    First Amendment to Note Agreement, dated as of December
            1, 1995, between Casey's General Stores, Inc., Principal Mutual
            Life Insurance Company and Nippon Life Insurance Company of
            America.
  
  4.4       Note Agreement, dated as of December 1, 1995, between
            Casey's General Stores, Inc. and Principal Mutual Life Insurance
            Company.
  
  </TABLE>
  
                                  SIGNATURE
  
  
  
       Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly
  authorized.
  
  
                           CASEY'S GENERAL STORES, INC.
  
  
  
  Date: January 5, 1996    By:  /s/ Douglas K. Shull                
                                ------------------------
                                Douglas K. Shull
                                Treasurer and Chief Financial  
                                Officer
  
  <PAGE>
                                                                EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT        DESCRIPTION                             PAGE
  <C>            <S>                                     <C>
  4.3(a)         First Amendment to Note Agreement       6
                 dated as of December 1, 1995 
                 between Casey's General Stores, 
                 Inc., Principal Mutual Life Insurance 
                 Company and Nippon Life Insurance 
                 Company of America
  
  4.4            Note Agreement dated as of                   9
                 December 1, 1995 between Casey's 
                 General Stores, Inc. and Principal 
                 Mutual Life Insurance Company 
  
  <PAGE>
  FIRST AMENDMENT TO NOTE AGREEMENT
  
  
       Reference is hereby made to that Note Agreement dated as of
  February 1, 1993 (the "Original Agreement"), between Casey's
  General Stores, Inc. (the "Company"), Principal Mutual Life
  Insurance Company and Nippon Life Insurance Company of America
  (collectively, the "Purchasers").  This First Amendment to Note
  Agreement is hereinafter referred to as the "First Amendment."
  
       WHEREAS, the Company has requested that the Purchasers agree
  to certain amendments to the Original Agreement in order to
  provide consistency with other financing documents; and
  
       WHEREAS, the Purchasers have agreed to grant such
  amendments.
  
       IT IS THEREFORE AGREED THAT:
  
       1.   DEFINITIONS.
  
       (a)  All defined terms herein shall have the meanings
  assigned to such terms in the Original Agreement.
  
       2.   AMENDMENTS.
  
       (a)  Section 7.6 of the Original Agreement is amended by
  inserting the word "Net" in the ninth line between the words
  "Consolidated" and "Tangible."
  
       (b)  Section 7.7(a) of the Original Agreement is amended by
  deleting such paragraph in its entirety and inserting in lieu
  thereof the following:
  
            "(a) Investments in a single issuer (other than the
  United States government or any agency or instrumentality
  thereof) shall not exceed the greater of (i) eight percent (8%)
  of the amount of total Investments of the Company and its
  Subsidiaries or (ii) $2,500,000."
  
       (c)  Section 7.7(b) of the Original Agreement is amended by
  deleting such paragraph in its entirety and inserting in lieu
  thereof the following:
  <PAGE>
            "(b) Investments in any single money market fund
  permitted by paragraph (e) of the definition of Permitted
  Investments shall not exceed the greater of (i) 20% of the amount
  of total Investments of the Company and its Subsidiaries or (ii)
  $2,500,000."
  
       3.   REPRESENTATIONS AND WARRANTIES.
  
       In order to induce the Purchasers to enter into this First
  Amendment to Note Agreement, the Company confirms that, except as
  disclosed in the Form 10-K dated April 30, 1995 and the Forms
  10-Q for the quarters ending July 31, 1995 and October 31, 1995,
  each of the representations and warranties set forth in (a) the
  Original Agreement and (b) that Note Agreement dated as of
  December 1, 1995 between Principal Mutual Life Insurance Company
  and the Company (the "1995 Agreement") is true and correct as of
  the date hereof and that no Event of Default under the Original
  Agreement (which has not been cured pursuant to amendments made
  hereunder) or the 1995 Agreement has occurred and is continuing.
  
       4.   COUNTERPARTS.
  
       This First Amendment to Note Agreement may be executed by
  the parties hereto individually, or in any combination of the
  parties hereto in several counterparts, all of which taken
  together shall constitute one and the same First Amendment to
  Note Agreement.
  
       5.   RATIFICATION AND ACKNOWLEDGMENT.
  
       All of the representations, warranties, provisions,
  covenants, terms and conditions of the Agreement shall remain
  unaltered and in full force and effect and, as amended hereby,
  the Agreement is in all respects agreed to, ratified and
  confirmed by the Company.  The Company acknowledges and agrees
  that the amendments granted herein shall not be construed as
  establishing a course of conduct on the part of the Purchasers
  upon which the Company may rely at any time in the future.
  
       6.   REFERENCE TO AND EFFECT ON THE AGREEMENT.
  
       Upon the effectiveness of this First Amendment to Note
  Agreement, each reference in the Original Agreement and in other
  documents describing or referencing this Amendment to "this
  Agreement," "hereunder," "hereof," "herein," or words of like
  import referring to the Original Agreement, shall mean and be a
  reference to the Original Agreement, as amended hereby.
  <PAGE>
       Dated as of this 1st day of December, 1995.
  
                           CASEY'S GENERAL STORES, INC.
                                
                                
                             By:  /s/  Donald F. Lamberti          
                                  ------------------------
                             Its:  Chief Executive  Officer
                                 
                      ATTEST:
                                
                                
                             By: /s/  John G. Harmon          
                                 -------------------            
                             Its:  Secretary
                                
                                
                           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                
                                
                             By: /s/ Jon M. Davidson
                                 -------------------  
                             Its:  Assistant Director-
                                   Securities Investment
       
  
                             By: /s/ Christopher J. Henderson
                                 ----------------------------
                             Its:  Counsel
                                
                                
                           NIPPON LIFE INSURANCE COMPANY OF AMERICA
                                
                                
                             By: /s/ Jon M. Davidson 
                                 -------------------
                             Its:  Assistant Director-
                                   Securities Investment
  
  
                             By: /s/ Christopher J. Henderson
                                 ----------------------------
                             Its:  Counsel
  
  
  <PAGE>
  
  
  
  
  
  
  
  
                        CASEY'S GENERAL STORES, INC.
  
  
                              NOTE AGREEMENT
  
  
                        Dated as of December 1, 1995
  
  
                       $30,000,000 Principal Amount
                           7.38% Senior Notes
                          Due December 28, 2020
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                              TABLE OF CONTENTS
  
  
  </TABLE>
  <TABLE>
  <CAPTION>
                                                                PAGE
  <C>         <S>                                               <C>
  SECTION 1.  DESCRIPTION OF NOTES AND COMMITMENT
  
            1.1  Description of Notes                           1
            1.2  Commitment; Closing Date                       1
  
  SECTION 2.  PREPAYMENT OF NOTES
  
            2.1  Required Prepayments                           2
            2.2  Optional and Other Prepayments                 2
            2.3  Notice of Optional Prepayments                 3
            2.4  Surrender of Notes on Prepayment 
                 or Exchange                                    3
            2.5  Direct Payment                                 3
            2.6  Allocation of Payments                         4
            2.7  Payments Due on Saturdays, Sundays 
                 and Holidays                                   4
  
  SECTION 3.  REPRESENTATIONS
  
            3.1  Representations of the Company                 4
            3.2  Representations of the Purchaser              10
  
  SECTION 4.  CLOSING CONDITIONS
  
            4.1  Representations and Warranties                11
            4.2  Legal Opinions                                11
            4.3  Events of Default                             11
            4.4  Payment of Fees and Expenses                  11
            4.5  Accountants' Letter                           11
            4.6  Legality of Investment                        12
            4.7  Private Placement Number                      12
            4.8  Proceedings and Documents                     12
  <PAGE>
  
  SECTION 5.  INTERPRETATION OF AGREEMENT
  
            5.1  Certain Terms Defined                         12
            5.2  Accounting Principles.                        18
            5.3  Valuation Principles                          18
            5.4  Direct or Indirect Actions                    18
  
  SECTION 6.  AFFIRMATIVE COVENANTS
  
            6.1   Corporate Existence                          19
            6.2   Insurance                                    19
            6.3   Taxes, Claims for Labor and Materials        19
            6.4   Maintenance of Properties                    19
            6.5   Maintenance of Records                       19
            6.6   Financial Information and Reports            20
            6.7   Inspection of Properties and Records         22
            6.8   ERISA                                        22
            6.9   Compliance with Laws                         23
            6.10  Acquisition of and Cancellation 
                  of Notes                                     23
            6.11 Private Placement Number                      24
  
  SECTION 7.  NEGATIVE COVENANTS
  
            7.1  Net Worth                                     24
            7.2  Funded Debt                                   24
            7.3  Fixed Charge Ratio                            24
            7.4  Liens                                         24
            7.5  Merger or Consolidation                       25
            7.6  Sale of Assets                                25
            7.7  Restricted Investments                        26
            7.8  Change in Business                            26
            7.9  Transactions with Affiliates                  26
            7.10 Consolidated Tax Returns                      26
  <PAGE>
  SECTION 8.  EVENTS OF DEFAULT AND REMEDIES THEREFOR
  
            8.1  Nature of Events                              26
            8.2  Remedies on Default                           28
            8.3  Annulment of Acceleration of Notes            29
            8.4  Other Remedies                                29
            8.5  Conduct No Waiver; Collection Expenses        29
            8.6  Remedies Cumulative                           30
            8.7  Notice of Default                             30
  
  SECTION 9.  AMENDMENTS, WAIVERS AND CONSENTS
  
            9.1   Matters Subject to Modification              31
            9.2   Solicitation of Holders of Notes             31
            9.3   Binding Effect                               31
  
  SECTION 10.  FORM OF NOTES, REGISTRATION, TRANSFER, EXCHANGE    
  AND REPLACEMENT
  
            10.1  Form of Notes                                31
            10.2  Note Register                                31
            10.3  Issuance of New Notes upon Exchange 
                  or Transfer                                  31
            10.4  Replacement of Notes                         32
  
  SECTION 11.  MISCELLANEOUS
  
            11.1  Expenses                                     32
            11.2  Notices                                      32
            11.3  Reproduction of Documents                    33
            11.4  Successors and Assigns                       33
            11.5  Law Governing; Consent to Jurisdiction       33
            11.6  Headings                                     33
            11.7  Counterparts                                 33
            11.8  Reliance on and Survival of Provisions       33
            11.9  Confidential Information                     33
            11.10 Integration and Severability                 34
  <PAGE>
  Annex I:       Subsidiaries
  Annex II:      Existing Indebtedness
  Annex III:     Description of Liens
  Annex IV:      Schedule of Insurance
  Annex V:       Iowa Franchise Law Disclosure
  
  Exhibit A:     Form of 7.38% Senior Note,  Due December 28, 2020
  Exhibit B:     Legal Opinions
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                              NOTE AGREEMENT
  
  
                                              Dated as of December 1, 1995
  
  
  To the Purchaser Named
    in Schedule I Hereto
  
  Ladies and Gentlemen:
  
       CASEY'S GENERAL STORES, INC., an Iowa corporation (the
  "Company"), agrees with you as follows:
  
  SECTION 1.     DESCRIPTION OF NOTES AND COMMITMENT
  
       1.1  DESCRIPTION OF NOTES.  The Company has authorized the
  issuance and sale of $30,000,000 aggregate principal amount of
  its Senior Notes (the "Notes"), to be dated the date of issuance,
  to bear interest from such date at the rate of 7.38% per annum
  prior to maturity, payable semi-annually on the twenty-eighth day
  of June and December of each year, commencing June 28, 1996, and
  at maturity, to bear interest on overdue principal (including any
  overdue required or optional prepayment), premium, if any, and
  (to the extent legally enforceable) on any overdue installment of
  interest at the rate of 9.38% per annum, to be expressed to
  mature on December 28, 2020 and to be substantially in the form
  attached as Exhibit A.  The term "Notes" as used herein shall
  include each Note delivered pursuant to this Note Agreement (the
  "Agreement") and each Note delivered in substitution or exchange
  therefor and, where applicable, shall include the singular number
  as well as the plural.  Any reference to you in this Agreement
  shall in all instances be deemed to include any nominee of yours
  or any separate account or other person on whose behalf you are
  purchasing Notes.
  
       1.2  COMMITMENT; CLOSING DATE.  Subject to the terms and
  conditions hereof and on the basis of the representations and
  warranties hereinafter set forth, the Company agrees to issue and
  sell to you, and you agree to purchase from the Company, Notes in
  the aggregate principal amount set forth opposite your name in
  the attached Schedule I at a price of 100% of the principal
  amount thereof.
  <PAGE>
       Delivery of and payment for the Notes shall be made at the
  offices of Gardner, Carton & Douglas, 321 North Clark Street,
  Quaker Tower, Chicago, Illinois 60610, at 9:00 a.m., Chicago
  Time, on December 20, 1995, or at such later time or on such
  later date, not later than 5:00 p.m. Chicago Time, on December
  31, 1995, as may be mutually agreed upon by the Company and the
  Purchaser (the "Closing Date").  The Notes will be delivered to
  you in fully registered form, issued in your name or in the name
  of your nominee.  Delivery of the Notes to you on the Closing
  Date shall be against payment of the purchase price thereof in
  Federal Funds or other funds in U.S. dollars immediately
  available at the principal office of Norwest Bank Iowa, National
  Association, A.B.A. No. 073000228, for deposit in the Company's
  Account No. 000529.  If on the Closing Date the Company shall
  fail to tender the Notes to you, you shall be relieved of all
  remaining obligations under this Agreement.  Nothing in the
  preceding sentence shall relieve the Company of any liability
  occasioned by such failure to deliver the Notes.
  
  
  SECTION 2.     PREPAYMENT OF NOTES
  
       2.1  REQUIRED PREPAYMENTS.  In addition to payment of all
  outstanding principal of the Notes at maturity and regardless of
  the amount of Notes which may be outstanding from time to time,
  the Company shall prepay and there shall become due and payable
  on the twenty-eighth day of June and December in each year
  prepayment of the principal amount of the Notes in the amount of
  $1,428,571.43 hereto or such lesser amount as would constitute
  payment in full on the Notes, commencing December 28, 2010 and
  ending June 28, 2020 inclusive, with the remaining principal
  payable at maturity on December 28, 2020.  Each such prepayment
  shall be at a price of 100% of the principal amount prepaid,
  together with interest accrued thereon to the date of prepayment.
  
       2.2  OPTIONAL PREPAYMENTS.  (a) Upon notice as provided in
  Section 2.3, the Company may, at any time, prepay the Notes, in
  whole or in part, at any time, in an amount of not less than
  $1,000,000 or in integral multiples of $100,000 in excess thereof
  at the price set forth in Section 2.2(b).
  
       (b)  Each prepayment made pursuant to paragraph (a) of this
  Section 2.2 shall be at a price of (i) 100% of the principal
  amount to be prepaid, plus interest accrued thereon to the date
  of prepayment, if the Reinvestment Yield, on the applicable
  Determination Date, equals or exceeds the interest rate payable on or in 
  respect of the Notes, or (ii) 100% of the principal
  amount to be prepaid, plus interest accrued thereon to the date
  of prepayment, plus a premium, if the Reinvestment Yield, on such
  Determination Date, is less than the interest rate payable on or
  in respect of the Notes.  The premium shall equal (x) the
  <PAGE>
  aggregate present value of the amount of principal being prepaid
  (taking into account the manner of application of such prepayment
  required by Section 2.2(c)) and the present value of the amount
  of interest (exclusive of interest accrued to the date of
  prepayment) which would have been payable in respect of such
  principal absent such prepayment, determined by discounting
  (semi-annually on the basis of a 360-day year composed of twelve
  30-day months) each such amount utilizing an interest factor
  equal to the Reinvestment Yield, less (y) the principal amount to
  be prepaid.
  
       (c)  Any prepayment pursuant to Section 2.2(a) of less than
  all of the Notes outstanding shall be applied, to reduce, pro
  rata, each of the prepayments and the final payment at maturity
  required by Section 2.1.
  
       (d)  Except as provided in Section 2.1 and this Section 2.2,
  the Notes shall not be prepayable in whole or in part.
  
       2.3  NOTICE OF OPTIONAL PREPAYMENTS.  The Company shall give
  notice of any optional prepayment of the Notes to each holder of
  the Notes not less than 30 days nor more than 60 days before the
  date fixed for prepayment, specifying (i) such date, (ii) the
  principal amount of the holder's Notes to be prepaid on such
  date, (iii) the date as of which the premium, if any, 
  will be calculated and (iv) the accrued interest applicable to
  the prepayment.  Notice of optional prepayment having been so
  given, the aggregate principal amount of the Notes specified in
  such notice, together with the premium, if any, and accrued
  interest thereon shall become due and payable on the prepayment
  date specified in such notice.
  
       The Company also shall give notice to each holder of the
  Notes by telecopy, telegram, telex or other same-day written
  communication, as soon as practicable but in any event not later
  than two business days prior to the optional prepayment date, of
  the premium, if any, applicable to such prepayment and the
  details of the calculations used to determine the amount of such
  premium.
  <PAGE>
       2.4  SURRENDER OF NOTES ON PREPAYMENT OR EXCHANGE.  Subject
  to Section 2.5, upon any partial optional prepayment of a Note
  pursuant to this Section 2 or partial exchange of a Note pursuant
  to Section 10.3, such Note may, at the option of the holder
  thereof, (i) be surrendered to the Company pursuant to Section
  10.3 in exchange for a new Note equal to the principal amount
  remaining unpaid on the surrendered Note, or (ii) be made
  available to the Company for notation thereon of the portion of
  the principal so prepaid or exchanged.  In case the entire
  principal amount of any Note is prepaid or exchanged, such Note
  shall, at the written request of the Company, be surrendered to
  the Company for cancellation and shall not be reissued, and no
  Note shall be issued in lieu of such Note.
  
       2.5  DIRECT PAYMENT.  Notwithstanding any other provision
  contained in the Notes or this Agreement, the Company will pay
  all sums becoming due on each Note held by you or any subsequent
  Institutional Holder by wire transfer of immediately available
  federal funds to such account as you or such subsequent
  Institutional Holder has designated in Schedule I, or as you or
  such subsequent Institutional Holder may otherwise designate by
  written notice to the Company, in each case without presentment
  and without notations being made thereon, except that any such
  Note so paid or prepaid in full shall, at the written request of
  the Company, be surrendered to the Company for cancellation.  Any
  wire transfer shall identify such payment in the manner set forth
  in Schedule I and shall identify the payment as principal,
  premium, if any, and/or interest.  You and any subsequent
  Institutional Holder of a Note to which this Section 2.5 applies
  agree that, before selling or otherwise transferring any such
  Note, you or it will make a notation thereon of the aggregate
  amount of all payments of principal theretofore made and of the
  date to which interest has been paid.  
  
       2.6  ALLOCATION OF PAYMENTS.  If less than the entire
  principal amount of all the Notes outstanding is to be paid, the
  Company will prorate the aggregate principal amount to be paid
  among the outstanding Notes in proportion to the unpaid
  principal.
  
       2.7  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.  In
  any case where the date of any required prepayment of the Notes
  or any interest payment date on the Notes or the date fixed for
  any other payment of any Note or exchange of any Note is a
  Saturday, Sunday or a legal holiday or a day on which banking institutions 
  in Des Moines, Iowa are authorized by law to close, then such payment, 
  prepayment or exchange need not be made on such date but may be made on 
  the next preceding business day which is not a Saturday, Sunday or a 
  legal holiday or a day on which banking institutions in Des Moines, Iowa 
  are authorized by law to close, with the same force and effect as if made 
  on the due date.
  
  <PAGE>
  SECTION 3.     REPRESENTATIONS
  
       3.1  REPRESENTATIONS OF THE COMPANY.  As an inducement to,
  and as part of the consideration for, your purchase of the Notes
  pursuant to this Agreement, the Company represents and warrants
  to you as follows:
  
       (a)  CORPORATE ORGANIZATION AND AUTHORITY.  The Company is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of Iowa, has all requisite corporate
  power and authority to own and operate its properties, to carry
  on its business as now conducted and as presently proposed to be
  conducted, to enter into and perform the Agreement and to issue
  and sell the Notes as contemplated in the Agreement.
  
       (b)  QUALIFICATION TO DO BUSINESS.  The Company is duly
  licensed or qualified and in good standing as a foreign
  corporation authorized to do business in each jurisdiction where
  the nature of the business transacted by it or the character of
  its properties owned or leased makes such qualification or
  licensing necessary.
  
       (c)  SUBSIDIARIES.  The Company has no Subsidiaries, as
  defined in Section 5.1, except those listed in Annex I, which
  correctly sets forth the jurisdiction of incorporation and the
  percentage of the outstanding Voting Stock of each Subsidiary
  which is owned, of record or beneficially, by the Company and/or
  one or more Subsidiaries.  Each Subsidiary has been duly
  organized, is validly existing and is in good standing under the
  laws of its jurisdiction of incorporation and is duly licensed or
  qualified and in good standing as a foreign corporation in each
  other jurisdiction where the nature of the business transacted by
  it or the character of its properties owned or leased makes such
  qualification or licensing necessary, except where the failure to
  be so licensed or qualified or in good standing would not,
  individually or in the aggregate, materially and adversely affect the 
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole.  A list of those jurisdictions
  wherein each Subsidiary is qualified to do business is set forth
  in Annex I.  Each Subsidiary has full corporate power and
  authority to own and operate its properties and to carry on its
  business as now conducted and as presently proposed to be
  conducted.  The Company and each Subsidiary have good and
  marketable title to all of the shares they purport to own of the
  capital stock of each Subsidiary, free and clear in each case of
  any lien or encumbrance, and all such shares have been duly
  issued and are fully paid and nonassessable.
  <PAGE>
       (d)  FINANCIAL STATEMENTS.  The balance sheet of the Company
  as of April 30, 1995 and the related statements of income,
  shareholders' equity and cash flows for the year ended April 30,
  1995, accompanied by the report and unqualified opinion of KPMG
  Peat Marwick LLP, independent certified public accountants,
  copies of which have heretofore been delivered to you, were
  prepared in accordance with generally accepted accounting
  principles consistently applied throughout the periods involved
  (except as otherwise noted therein) and present fairly the
  financial condition and results of operations and cash flows of
  the Company for and as of the end of such year.  The unaudited
  balance sheets of the Company (and its Subsidiaries for the
  period commencing May 1, 1995) as of April 30, 1995 and October
  31, 1995 and the related unaudited condensed statements of income
  and cash flows for the six months ended October 31, 1994 and
  October 31, 1995, copies of which have heretofore been delivered
  to you, were prepared in accordance with generally accepted
  accounting principles and present fairly the financial condition
  of the Company (and its Subsidiaries commencing May 1, 1995) as
  of such dates and the results of their operations and cash flows
  for the periods then ended, subject to customary year-end
  adjustments.
  
       (e)  NO CONTINGENT LIABILITIES OR ADVERSE CHANGES.  Except
  as disclosed in the Company's Annual Report on Form 10-K for the
  year ended April 30, 1995 and in the Company's Quarterly Reports
  for the quarters ended July 31, 1995 and October 31, 1995, the
  Company and its Subsidiaries have no contingent liabilities which
  are material to the Company and its Subsidiaries taken as a whole
  other than as indicated on the financial statements described in
  the foregoing paragraph (d) of this Section 3.1, and since April
  30, 1995 there have been no material adverse changes in the
  condition, financial or otherwise, of the Company and its Subsidiaries 
  taken as a whole.
  
       (f)  NO PENDING LITIGATION OR PROCEEDINGS.  Except as
  disclosed in the Company's Annual Report on Form 10-K for the
  year ended April 30, 1995 and in the Company's Quarterly Reports
  for the quarters ended July 31, 1995 and October 31, 1995, there
  are no actions, suits or proceedings pending or threatened
  against or affecting the Company and its Subsidiaries, at law or
  in equity or before or by any Federal, state, municipal or other
  governmental department, commission, board, bureau, agency or
  instrumentality, domestic or foreign, which might result, either
  individually or in the aggregate, in any material adverse change
  in the business, properties, operations or condition, financial
  or otherwise, of the Company and its Subsidiaries taken as a
  whole or on the Company's ability to perform its obligations
  under this Agreement or the Notes.
  <PAGE>
       (g)  COMPLIANCE WITH LAW.  (i) Neither the Company nor any
  of its Subsidiaries is:  (x) in default with respect to any
  order, writ, injunction or decree of any court to which it is a
  named party; or (y) except as disclosed in the Company's Annual
  Report on Form 10-K for the year ended April 30, 1995 and in the
  Company's Quarterly Reports for the quarters ended July 31, 1995
  and October 31, 1995, and in Annex V hereto, in default under any
  law, rule, regulation, ordinance or order relating to the
  businesses of the Company and its Subsidiaries (including, but
  not limited to, its franchise arrangements), the sanctions and
  penalties resulting from which defaults described in clauses (x)
  and (y) might have a material adverse effect on the business,
  properties, operations, assets or condition, financial or
  otherwise, of the Company and its Subsidiaries taken as a whole
  or on the Company's ability to perform its obligations under this
  Agreement or the Notes.
  
            (ii) Neither the Company nor any Subsidiary nor any
  Affiliate of the Company is an entity defined as a "designated
  national" within the meaning of the Foreign Assets Control
  Regulations, 31 C.F.R. Chapter V, or for any other reason,
  subject to any restriction or prohibition under, or is in
  violation of, any Federal statute or Presidential Executive
  Order, or any rules or regulations of any department, agency or
  administrative body promulgated under any such statute or Order,
  concerning trade or other relations with any foreign country or
  any citizen or national thereof or the ownership or operation of
  any property.  
  
       (h)  PENSION REFORM ACT OF 1974.  Based upon the
  representations of the Purchaser set forth in Section 3.2,
  neither the purchase of the Notes by you nor the consummation of
  any of the other transactions contemplated by this Agreement is
  or will constitute a "prohibited transaction" within the meaning
  of Section 4975 of the Internal Revenue Code of 1986, as amended
  (the "Code"), or Section 406 of the Employee Retirement Income
  Security Act of 1974, as amended ("ERISA").  The Internal Revenue
  Service has issued a favorable determination letter with respect
  to each "employee pension benefit plan," as defined in Section 3
  of ERISA, established, maintained or contributed to by the
  Company (except for any Plan which is unfunded and maintained
  primarily for the purpose of providing deferred compensation for
  a select group of management or highly compensated employees) (a
  "Plan") that the same is qualified under Section 401(a) and
  related provisions of the Code and that each related trust or
  custodial account is exempt from taxation under Section 501(a) of
  the Code.  All Plans of the Company and its Subsidiaries comply
  in all material respects with ERISA and other applicable laws. 
  There exist with respect to the Company and its Subsidiaries no
  "multi-employer plans," as defined in the Multi-employer Pension
  Plan Amendments Act of 1980, for which a material withdrawal or
  termination liability may be incurred.  There exist with respect
  to all Plans or trusts established or maintained by the Company
  and its Subsidiaries:  (i) no material accumulated funding
  deficiency within the meaning of ERISA; (ii) no termination of
  any Plan or trust which would result in any material liability to
  the Pension Benefit Guaranty Corporation ("PBGC") or any
  <PAGE>
  "reportable event," as that term is defined in ERISA, which is
  likely to constitute grounds for termination of any Plan or trust
  by the PBGC; and (iii) no "prohibited transaction," as that term
  is defined in ERISA, which is likely to subject any Plan, trust
  or party dealing with any such Plan or trust to any material tax
  or penalty on prohibited transactions imposed by Section 4975 of
  the Code.
  
       (i)  TITLE TO PROPERTIES.  The Company and each of its
  Subsidiaries has (i) good title in fee simple or its equivalent
  under applicable law to all the real property owned by it and
  (ii) good title to all other Property owned by it, in each case
  free from all Liens except (x) those securing Indebtedness of the
  Company and each of its Subsidiaries, which are listed in the
  attached Annex III and (y) other Liens that would be permitted
  pursuant to Section 7.4.
  
       (j)  LEASES.  The Company and each Subsidiary enjoy peaceful
  and undisturbed possession under all leases under which the
  Company or any Subsidiary is a lessee or is operating.  None of
  such leases contains any provision which might materially and
  adversely affect the operation or use of the property so leased. 
  All of such leases are valid and subsisting and the Company and
  its Subsidiaries are not in default with respect to any such
  leases.
  
       (k)  FRANCHISES, PATENTS, TRADEMARKS AND OTHER RIGHTS.  The
  Company and its Subsidiaries have all franchises, permits,
  licenses and other authority necessary to carry on their
  businesses as now being conducted and as proposed to be
  conducted, and are not in default under any of such franchises,
  permits, licenses or other authority which are material to their
  business, Properties, operations or condition, financial or
  otherwise of the Company and its Subsidiaries taken as a whole. 
  The Company and its Subsidiaries own or possess all patents,
  trademarks, service marks, trade names, copyrights, licenses and
  rights with respect to the foregoing necessary for the present
  conduct of their businesses, without any known conflict with the
  rights of others which might result in any material adverse
  change in the business, Properties, operations or condition,
  financial or otherwise of the Company and its Subsidiaries taken
  as a whole.
  
       (l)  FRANCHISE AGREEMENTS.  Except as disclosed in the
  Company's Annual Report on Form 10-K for the year ended April 30,
  1995 and in Annex V hereto, all franchise agreements between the
  Company and its Subsidiaries and their respective franchisees are
  valid and subsisting and the Company and its Subsidiaries are not
  in default under any such franchise agreements.
  <PAGE>
       (m)  STATUS OF NOTES AND SALE OF NOTES.  The Agreement and
  the Notes have been duly authorized on the part of the Company,
  have been duly executed and delivered by an authorized officer of
  the Company and constitute the legal, valid and binding
  obligations of the Company, enforceable in accordance with their
  terms, except to the extent that enforcement thereof may be
  limited by applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws of general application relating to or
  affecting the enforcement of the rights of creditors or by
  equitable principles, regardless of whether enforcement is sought
  in equity or at law.  The sale of the Notes and compliance by the
  Company with all of the provisions of this Agreement and of the Notes 
  (i) are within the corporate powers of the Company, (ii)
  have been duly authorized by proper corporate action, (iii) are
  legal, (iv) will not violate any provisions of any law or
  regulation or order of any court, governmental authority or
  agency and (v) will not result in any breach of any of the
  provisions of, or constitute a default under, or result in the
  creation of any Lien on any property of the Company or its
  Subsidiaries under the provisions of, any charter document,
  by-law, loan agreement or other agreement or instrument to which
  the Company or its Subsidiaries is a party or by which they or
  their Property may be bound.
  
       (n)  NO DEFAULTS.  No event has occurred and no condition
  exists which, upon the issuance of the Notes, would constitute an
  Event of Default, or with the lapse of time or the giving of
  notice or both would become an Event of Default, under this
  Agreement.  The Company and its Subsidiaries are not in default
  under any charter document, by-law, loan agreement or other
  material agreement or material instrument to which the Company or
  any Subsidiary is a party or by which they or their Property may
  be bound, nor has the Company or any Subsidiary obtained at any
  time in the last 24 months any waivers with respect to any
  defaults under any loan agreements or other material agreements
  or instruments other than those waivers that have previously been
  disclosed to the Purchaser.
  
       (o)  GOVERNMENTAL CONSENT.  Neither the nature of the
  Company and its Subsidiaries, their businesses or Properties, nor
  any relationship between the Company, any Subsidiary and any
  other Person, nor any circumstances in connection with the offer,
  issue, sale or delivery of the Notes is such as to require a
  consent, approval or authorization of, or withholding of
  objection on the part of, or filing, registration or
  qualification with, any governmental authority on the part of the
  Company or any Subsidiary in connection with the execution and
  delivery of this Agreement or the offer, issue, sale or delivery
  of the Notes.
  <PAGE>
       (p)  TAXES.  All tax returns required to be filed by the
  Company or any Subsidiary in any jurisdiction have been filed or
  appropriate extensions have been filed with respect thereto, and
  all taxes, assessments, fees and other governmental charges upon
  the Company or any Subsidiary or upon any of their Properties,
  income or franchises, which are due and payable, have been paid
  timely or within appropriate extension periods or are being contested 
  in good faith by appropriate proceedings.  The Company
  does not know of any proposed additional tax assessment against
  it or any Subsidiary for which adequate provision has not been
  made on its books.  The federal income tax liability of the
  Company and its Subsidiaries has been finally determined by the
  Internal Revenue Service and satisfied for all taxable years up
  to and including the taxable year ended April 30, 1991 and no
  controversy in respect of additional taxes due since such date is
  pending or to the Company's knowledge threatened.  The provisions
  for taxes on the books of the Company and its Subsidiaries are
  adequate for all open years and for the current fiscal period.
  
       (q)  STATUS UNDER CERTAIN STATUTES.  Neither the Company nor
  any Subsidiary is:  (i) a "public utility company" or a "holding
  company," or an "affiliate" or a "subsidiary company" of a
  "holding company," or an "affiliate" of such a "subsidiary
  company," as such terms are defined in the Public Utility Holding
  Company Act of 1935, as amended, or (ii) a "public utility" as
  defined in the Federal Power Act, as amended, or (iii) an
  "investment company" or an "affiliated person" thereof or an
  "affiliated person" of any such "affiliated person," as such
  terms are defined in the Investment Company Act of 1940, as
  amended.
  
       (r)  PRIVATE OFFERING.  Neither the Company nor any
  Subsidiary nor any Affiliate nor agent of the Company or any
  Subsidiary or any Affiliate has offered any of the Notes or any
  similar security of the Company or any Subsidiary for sale to, or
  solicited offers to buy any thereof from, or otherwise approached
  or negotiated with respect thereto with, any prospective
  purchaser other than the Purchaser, which was offered all or a
  portion of the Notes at private sale for investment.  Neither the
  Company nor anyone acting on its authorization will offer the
  Notes or any part thereof or any similar securities for issue or
  sale to, or solicit any offer to acquire any of the same from,
  anyone so as to bring the issuance and sale of the Notes within
  the provisions of Section 5 of the Securities Act.
  
       (s)  EFFECT OF OTHER INSTRUMENTS.  Neither the Company nor
  any Subsidiary is bound by any agreement or instrument or subject
  to any charter or other corporate restriction which materially
  and adversely affects the business, properties, operations, or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole or the Company's ability to perform
  its obligations under this Agreement or the Notes.
  <PAGE>
       (t)  USE OF PROCEEDS.  The Company will apply the proceeds
  from the sale of the Notes to fund new construction and
  remodeling of Company stores, including land and equipment
  acquisitions for Company stores.  None of the transactions
  contemplated in this Agreement (including, without limitation
  thereof, the use of the proceeds from the sale of the Notes) will
  violate or result in a violation of Section 7 of the Exchange
  Act, or any regulations issued pursuant thereto, including,
  without limitation, Regulations G, T, U and X of the Board of
  Governors of the Federal Reserve System (12 C.F.R., Chapter II). 
  Neither the Company nor any Subsidiary owns or intends to carry
  or purchase any "margin stock" within the meaning of Regulation
  G, and none of the proceeds from the sale of the Notes will be
  used to purchase or carry or refinance any borrowing the proceeds
  of which were used to purchase or carry any "margin stock" or
  "margin security" in violation of Regulations G, T, U or X.
  
       (u)  CONDITION OF PROPERTY.  All of the facilities of the
  Company and its Subsidiaries are in sound operating condition and
  repair except for facilities being repaired in the ordinary
  course of business or facilities which individually or in the
  aggregate are not material to the business, properties,
  operations, or condition, financial or otherwise, of the Company
  and its Subsidiaries taken as a whole.
  
       (v)  BOOKS AND RECORDS.  The Company and each of its
  Subsidiaries (i) maintains books, records and accounts in
  reasonable detail which accurately and fairly reflect its
  transactions and business affairs, and (ii) maintains a system of
  internal accounting controls sufficient to provide reasonable
  assurances that transactions are executed in accordance with
  management's general or specific authorization and to permit
  preparation of financial statements in accordance with generally
  accepted accounting principles.
  
       (w)  FULL DISCLOSURE.  Neither the Company's Annual Report
  on Form 10-K for the year ended April 30, 1995, its Quarterly
  Reports on Form 10-Q for the periods ended July 31, 1995 and
  October 31, 1995 and its Annual Report to Stockholders for the
  year ended April 30, 1995, the financial statements referred to
  in paragraph (d) of this Section 3.1, nor this Agreement, nor any
  other statement or document furnished by the Company to you in
  connection with the negotiation of the sale of the Notes, taken
  together, contain any untrue statement of a material fact or omit
  a material fact necessary to make the statements contained therein or 
  herein not misleading in light of the circumstances
  under which they were made.  There is no fact known, or which,
  with reasonable diligence would be known, by the Company which
  the Company has not disclosed to you in the aforementioned
  documents or in writing which has a material adverse effect on
  or, so far as the Company can now foresee, will have a material
  adverse effect on the business, Property, operations or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole or the ability of the Company to
  perform its undertakings under and in respect of this Agreement
  and the Notes.
  <PAGE>
       (x)  ENVIRONMENTAL COMPLIANCE.  Other than as disclosed in
  the Company's Annual Report on Form 10-K for the year ended April
  30, 1995 and in the Company's Quarterly Reports for the quarters
  ended July 31, 1995 and October 31, 1995, the Company and each of
  its Subsidiaries (i) is in compliance in all material respects
  with all applicable environmental, transportation, health and
  safety statutes and regulations, including, without limitation,
  regulations promulgated under the Resource Conservation and
  Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., and (ii) has not
  acquired, incurred or assumed, directly or indirectly, any
  material contingent liability in connection with the release or
  storage of any toxic or hazardous waste or substance into the
  environment.  Other than as disclosed in the Company's Annual
  Report on Form 10-K for the year ended April 30, 1995 and in the
  Company's Quarterly Reports for the quarters ended July 31, 1995
  and October 31, 1995, neither the Company nor any Subsidiary has
  acquired, incurred or assumed, directly or indirectly, any
  material contingent liability in connection with a release or
  other discharge of any hazardous, toxic or waste material,
  including petroleum, on, in, under or into the environment
  surrounding any property owned, used or leased by it.
  
       (y)  OUTSTANDING INDEBTEDNESS.  Except as set forth in Annex
  II, the Company and its Subsidiaries have no outstanding
  Indebtedness.  There exists no default under the provisions of
  any instrument evidencing such Indebtedness or of any agreement
  relating thereto.
  
       3.2  REPRESENTATIONS OF THE PURCHASER.  As an inducement to,
  and as part of the Company's consideration for the sale of the
  Notes pursuant to this Agreement, you represent, and in entering
  into this Agreement the Company understands, that (i) you are an
  Institutional Holder, (ii) you are acquiring Notes for the purpose of 
  investment and for your own account and not with a view to the 
  distribution thereof; provided that the disposition
  of your property shall at all times be and remain within your
  control, subject, however, to compliance with Federal and state
  securities laws.  You acknowledge that the Notes have not been
  registered under the Securities Act or the laws of any state and
  you understand that the Notes must be held indefinitely unless
  they are subsequently registered under the Securities Act or an
  exemption from such registration is available.  You have been
  advised that the Company does not contemplate registering, and is
  not legally required to register, the Notes under the Securities
  Act or applicable state law.
  <PAGE>
       You further represent that either: (i) no part of the funds
  to be used by you to purchase the Notes will constitute assets
  allocated to any separate account maintained by you; or (ii) no
  part of the funds to be used by you to purchase the Notes will
  constitute assets allocated to any separate account maintained by
  you such that the application of such funds will constitute a
  prohibited transaction under Section 406 of ERISA; or (iii) all
  or a part of such funds will constitute assets of one or more
  separate accounts maintained by you, and you have disclosed to
  the Company the names of such employee benefit plans whose assets
  in such separate account or accounts exceed 10% of the total
  assets or are expected to exceed 10% of the total assets of such
  account or accounts as of the date of such purchase and the
  Company has advised you in writing that the Company is not a
  party-in-interest nor are the Notes employer securities with
  respect to the particular employee benefit plans disclosed to the
  Company by you as aforesaid (for the purpose of this clause
  (iii), all employee benefit plans maintained by the same employer
  or employee organization are deemed to be a single plan).  As
  used herein, the terms "separate account," "party-in-interest,"
  "employer securities," and "employee benefit plan" have the
  meanings assigned to them in ERISA.
  
  
  SECTION 4.     CLOSING CONDITIONS
  
       Your obligation to purchase the Notes on the Closing Date
  shall be subject to the performance by the Company of its
  agreements hereunder which are to be performed at or prior to the
  time of delivery of the Notes, and to the following conditions to
  be satisfied on or before the Closing Date:
  
       4.1  REPRESENTATIONS AND WARRANTIES.  The representations
  and warranties of the Company contained in this Agreement or
  otherwise made in writing in connection herewith shall be true
  and correct on or as of the Closing Date and the Company shall
  have delivered to you a certificate to such effect, dated the
  Closing Date and executed by the President or the chief financial
  officer of the Company.
  
       4.2  LEGAL OPINIONS.  You shall have received from Gardner,
  Carton & Douglas, who is acting as your special counsel in this
  transaction, and from Ahlers, Cooney, Dorweiler, Haynie, Smith &
  Allbee, P.C., special counsel for the Company, their respective
  opinions, dated as of such Closing Date, in form and substance
  satisfactory to you and covering substantially the matters set
  forth or provided in the attached Exhibit B.
  <PAGE>
       4.3  EVENTS OF DEFAULT.  No event shall have occurred and be
  continuing on the Closing Date which would constitute an Event of
  Default, as defined in Section 8.1, or with notice or lapse of
  time or both would become such an Event of Default, and the
  Company shall have delivered to you a certificate to such effect,
  dated the Closing Date and executed by the President or the chief
  financial officer of the Company.
  
       4.4  PAYMENT OF FEES AND EXPENSES.  The Company shall have
  paid all reasonable fees, expenses, costs and charges, including
  the fees and expenses of your special counsel, incurred by you
  through the Closing Date and incident to the proceedings in
  connection with, and transactions contemplated by, this Agreement
  and the Notes.
  
       4.5  ACCOUNTANTS' LETTER.  You shall have received a letter
  from the Company's independent certified public accountants
  acknowledging that you may rely on their opinion accompanying the
  audited financial statements referred to in Section 3.1(d).
  
       4.6  LEGALITY OF INVESTMENT.  Your acquisition of the Notes
  shall constitute a legal investment as of the Closing Date under
  the laws and regulations of each jurisdiction to which you may be
  subject (without resort to any "basket" or "leeway" provision
  which permits the making of an investment without restriction as
  to the character of the particular investment being made), and
  such acquisition shall not subject you to any penalty or other
  onerous condition in or pursuant to any such law or regulation.
  
       4.7  PRIVATE PLACEMENT NUMBER.  A private placement number
  shall have been obtained from Standard & Poor's Corporation.
  
       4.8  PROCEEDINGS AND DOCUMENTS.  All proceedings taken in
  connection with the transactions contemplated by this Agreement,
  and all documents necessary to the consummation of such
  transactions shall be satisfactory in form and substance to you
  and your special counsel, and you and your special counsel shall
  have received copies (executed or certified as may be
  appropriate) of all legal documents or proceedings which you and
  they may reasonably request.
  
  
  SECTION 5.     INTERPRETATION OF AGREEMENT
  
       5.1  CERTAIN TERMS DEFINED.  The terms hereinafter set forth
  when used in this Agreement shall have the following meanings:
  
       AFFILIATE - Any Person (other than a Subsidiary) (i) which
  directly or indirectly through one or more intermediaries
  controls, or is controlled by, or is under common control with,
  the Company, (ii) which beneficially owns or holds 5% or more of
  any class of the Voting Stock of the Company or any Subsidiary or
  (iii) 5% or more of the Voting Stock (or in the case of a Person
  which is not a corporation, 5% of the equity interest) of which
  is beneficially owned or held by the Company or a Subsidiary. 
  The term "control" means the possession, directly or indirectly,
  of the power to direct or cause the direction of the management
  and policies of a Person, whether through the ownership of voting
  securities, by contract or otherwise.
  <PAGE>
       AGREEMENT  - As defined in Section 1.1.
  
       CAPITALIZED LEASE - Any lease the obligation for Rentals
  with respect to which, in accordance with generally accepted
  accounting principles, would be required to be capitalized on a
  balance sheet of the lessee or for which the amount of the asset
  and liability thereunder, as if so capitalized, would be required
  to be disclosed in a note to such balance sheet.
  
       CLOSING DATE - As defined in Section 1.2.
  
       CODE - As defined in Section 3.1(h).
  
       CONSOLIDATED ADJUSTED NET INCOME - For any period, the gross revenues 
  of the Company and its Subsidiaries for such period less
  all expenses and other proper charges (including taxes on
  income), determined on a consolidated basis after eliminating
  earnings or losses attributable to outstanding minority
  interests, but excluding in any event:
  
       (a)  any gains or losses on the sale or other disposition of
  any Property;
  
       (b)  the proceeds of any life insurance policy;
       (c)  net earnings and losses of any Subsidiary accrued prior
  to the date it became a Subsidiary;
  
       (d)  net earnings and losses of any corporation (other than
  a Subsidiary), substantially all the assets of which have been
  acquired in any manner by the Company or any Subsidiary, realized
  by such corporation prior to the date of such acquisition;
  
       (e)  net earnings and losses of any corporation (other than
  a Subsidiary) with which the Company or a Subsidiary shall have
  consolidated or which shall have merged into or with the Company
  or a Subsidiary prior to the date of such consolidation or
  merger;
  
       (f)  net earnings of any business entity (other than a
  Subsidiary) in which the Company or any Subsidiary has an
  ownership interest unless such net earnings shall have actually
  been received by the Company or such Subsidiary in the form of
  cash distributions or readily marketable securities;
  
       (g)  any portion of the net earnings of any Subsidiary which
  for any reason is unavailable for payment of dividends to the
  Company or any other Subsidiary;
  <PAGE>
       (h)  earnings resulting from any reappraisal, revaluation or
  write-up of assets;
  
       (i)  any deferred or other credit representing any excess of
  the equity in any Subsidiary at the date of acquisition thereof
  over the amount invested in such Subsidiary;
  
       (j)  any gain arising from the acquisition of any securities
  of the Company or any Subsidiary; 
  
       (k)  any reversal of any contingency reserve, except to the extent 
  that provision for such contingency reserve shall have
  been made from income arising during such fiscal period or during
  the period consisting of the four consecutive fiscal quarters
  immediately following the end of such fiscal period; and
  
       (l)  any other extraordinary gain.
  
       CONSOLIDATED CURRENT LIABILITIES - The current liabilities
  of the Company and its Subsidiaries determined in accordance with
  generally accepted accounting principles.
  
       CONSOLIDATED INCOME AVAILABLE FOR FIXED CHARGES - For any
  period, the sum (without duplication) of (i) Consolidated
  Adjusted Net Income for such period, plus (ii) (to the extent
  deducted in determining Consolidated Adjusted Net Income), all
  provisions for any federal, state, or other income taxes made by
  the Company and its Subsidiaries during such period and (iii)
  Consolidated Fixed Charges for such period.
  
       CONSOLIDATED FIXED CHARGES - Except as provided in the
  succeeding sentence, for any period, the sum of (i) interest
  expense on all Indebtedness (including the interest component of
  Rentals under Capitalized Leases and capitalized interest), of
  the Company and its Subsidiaries on a consolidated basis for such
  period plus (ii) Rentals of the Company and its Subsidiaries
  under all leases other than Capitalized Leases for such period. 
  For purposes of the calculation set forth in the preceding
  sentence, until February 1, 1996, all interest income of the
  Company and its Subsidiaries, determined in accordance with
  generally accepted accounting principles, earned during any
  applicable period shall reduce, on a dollar for dollar basis, the
  amount of interest expense described in (i) of the preceding
  sentence.
  
       CONSOLIDATED INDEBTEDNESS.  All Indebtedness outstanding as
  of any date of the Company and its Subsidiaries on a consolidated
  basis.
  
       CONSOLIDATED NET TANGIBLE ASSETS - The total assets of the
  Company and its Subsidiaries determined in accordance with
  generally accepted accounting principles minus (i) all goodwill,
  trade names, trademarks, patents, organization expense,
  unamortized debt discount and similar intangibles properly
  classified as "intangibles" in accordance with generally accepted
  accounting principles and (ii) Consolidated Current Liabilities.
  <PAGE>
       CONSOLIDATED TANGIBLE NET WORTH - Stockholders' equity of
  the Company and its Subsidiaries on a consolidated basis,
  determined in accordance with generally accepted accounting
  principles less all goodwill, trade names, trademarks, patents,
  organization expense, unamortized debt discount and similar
  intangibles properly classified as intangibles in accordance with
  generally accepted accounting principles.
  
       CONSOLIDATED TOTAL CAPITALIZATION - The sum of (i)
  Consolidated Tangible Net Worth and (ii) Consolidated
  Indebtedness.
  
       DEFAULT - An event or condition the occurrence or existence
  of which would, with the lapse of time or the giving of notice or
  both, become an Event of Default.
  
       DETERMINATION DATE - The day 2 days before the date fixed
  for a prepayment pursuant to a notice required by Sections 2.2(b)
  or 2.3 or the day 2 days before the date of declaration pursuant
  to Section 8.2.
  
       ERISA - As defined in Section 3.1(h).
  
       EVENT OF DEFAULT - As defined in Section 8.1.
  
       EXCHANGE ACT - The Securities Exchange Act of 1934, as
  amended, and as it may be further amended from time to time.
  
       FUNDED DEBT - All Indebtedness owed or guaranteed which by
  its terms matures more than one year from its date of creation or
  which may be renewed or extended at the option of the obligor for
  more than a year from such date, whether or not theretofore
  renewed or extended, including current maturities of such
  obligations.
  
       GUARANTIES - All obligations (other than endorsements in the
  ordinary course of business of negotiable instruments for deposit
  or collection) of a Person guaranteeing or, in effect,
  guaranteeing any Indebtedness, dividend or other obligation, of
  any other Person in any manner, whether directly or indirectly,
  including, without limitation, all obligations incurred through
  an agreement, contingent or otherwise, by such Person:  (i) to
  purchase such Indebtedness or obligation or any property or
  assets constituting security therefor, (ii) to advance or supply
  funds (x) for the purchase or payment of such Indebtedness or obligation, 
  (y) to maintain working capital or other balance sheet condition or 
  otherwise to advance or make available funds for the purchase or payment 
  of such Indebtedness or obligation, (iii) to lease property or to 
  purchase securities or other property or services primarily for the 
  purpose of assuring the owner of such Indebtedness or obligation, or 
  <PAGE>
  (iv) otherwise to assure the owner of the Indebtedness or obligation 
  against loss in respect thereof.  For the purposes of all computations made
  under this Agreement, a Guaranty in respect of any Indebtedness
  for borrowed money shall be deemed to be Indebtedness equal to
  the principal amount of such Indebtedness for borrowed money
  which has been guaranteed, and a Guaranty in respect of any other
  obligation or liability or any dividend shall be deemed to be
  Indebtedness equal to the maximum aggregate amount of such
  obligation, liability or dividend.
  
       INDEBTEDNESS - (i) All items of borrowed money, including
  Capitalized Leases, which in accordance with generally accepted
  accounting principles would be included in determining total
  liabilities as shown on the liability side of a balance sheet as
  of the date at which Indebtedness is to be determined, plus (ii)
  all Guaranties (other than Guaranties of Indebtedness of the
  Company by a Subsidiary or of a Subsidiary by the Company),
  letters of credit and endorsements (other than of notes, bills
  and checks presented to banks for collection or deposit in the
  ordinary course of business), in each case to support
  Indebtedness of other Persons.
  
       INSTITUTIONAL HOLDER - Any bank, trust company, insurance
  company, pension fund, mutual fund or other similar financial
  institution, including, without limiting the foregoing, any
  "qualified institutional buyer" within the meaning of Rule 144A
  under the Securities Act, which is or becomes a holder of any
  Note.
  
       INVESTMENTS - All investments made, in cash or by delivery
  of property, directly or indirectly, in any Person, whether by
  acquisition of shares of capital stock, indebtedness or other
  obligations or securities or by loan, advance, capital
  contribution or otherwise.
  
       LIEN - Any mortgage, pledge, security interest, encumbrance,
  lien or charge of any kind, including any agreement to grant any
  of the foregoing, any conditional sale or other title retention
  agreement, any lease in the nature thereof, and the filing of or 
  agreement to file any financing statement under the Uniform
  Commercial Code of any jurisdiction in connection with any of the
  foregoing.
  <PAGE>
       NOTEHOLDER - Any holder of a Note.
  
       NOTES - As defined in Section 1.1.
  
       PBGC - As defined in Section 3.1(h).
  
       PLAN - As defined in Section 3.1(h).
  
       PERSON - Any individual, corporation, partnership, joint
  venture, association, joint-stock company, trust, unincorporated
  organization or government or any agency or political subdivision
  thereof.
  
       PERMITTED INVESTMENTS - Any Investment consisting solely of
  the following:
  
       (a)  Investments made in the ordinary course of business in
  Property and assets to be used in the ordinary course of business
  of the Company and its Subsidiaries;
  
       (b)  Investments in direct obligations of the United States
  or any instrumentality or agency thereof the obligations of which
  are fully guaranteed by the government of the United States;
  
       (c)  Investments in certificates of deposit and banker's
  acceptances issued by a bank organized under the laws of the
  United States or any state thereof, having capital, surplus and
  undivided profits aggregating at least $100,000,000 and whose
  long-term corporate debt is, at the time of acquisition thereof
  by the Company, accorded a rating of "A" or better by Moody's
  Investors Service, Inc., or "A" or better by Standard & Poor's
  Corporation;
  
       (d)  Investments in debt securities issued by any
  corporation organized under the laws of the United States or any
  state thereof whose long-term corporate debt is, at the time of
  acquisition thereof, accorded a rating of "A" or better by
  Moody's Investors Service, Inc. or "A" or better by Standard &
  Poor's Corporation;
  
       (e)  Investments in commercial paper issued by any corporation 
  organized under the laws of the United States or any
  state thereof, rated in the highest category by Moody's Investors
  Service, Inc. or Standard & Poor's Corporation;
  
       (f)  Investments in money market funds registered under the
  Investment Company Act of 1940 which invest in securities which,
  in the aggregate, have an average rating of "A" or better (or an
  equivalent) by Moody's Investors Services, Inc. or Standard &
  Poor's Corporation;
  
       (g)  Investments in tax-exempt municipal obligations issued
  by governmental entities located in the United States maturing
  not more than one year from the date of issue and which bear at
  least a "VMIG-1" by Moody's Investors Services, Inc. or "A-1" by
  Standard & Poor's Corporation rating; and
  <PAGE>
       (h)  Investments in tax-exempt municipal obligations issued
  by governmental entities located in the United States maturing
  more than one year from the date of issue and which bear at least
  a rating of "A-" or better by Moody's Investors Services, Inc. or
  "A-" or better by Standard & Poor's Corporation.
  
       PROPERTY - Any real or personal or tangible or intangible
  asset.
  
       REINVESTMENT YIELD - The sum of (i) the yield set forth on
  page "USD" of the Bloomberg Financial Markets Service at 11:00
  a.m., Central Time on the Determination Date opposite the
  maturity of the U.S. Treasury Security corresponding to the
  Weighted Average Life to Maturity, rounded to the nearest month
  (or, in the absence of availability of the Bloomberg Financial
  Markets Service, the arithmetic mean of the rates, published for
  the 5 business days preceding the applicable Determination Date,
  in the weekly statistical release designated H.15 (519) (or any
  successor publication) of the Board of Governors of the Federal
  Reserve System under the caption "U.S. Government
  Securities-Treasury Constant Maturities" opposite the maturity
  corresponding to the Weighted Average Life to Maturity, rounded
  to the nearest month) of the principal amount of the Notes to be
  prepaid, plus (ii) .50 of 1% with respect to Notes to be prepaid
  pursuant to Section 2.2(a) or Notes the payment of which has been
  accelerated with premium pursuant to Section 8.2.  If no maturity
  exactly corresponding to such rounded Weighted Average Life to
  Maturity shall appear therein, yields for the two most closely
  corresponding published maturities (one of which occurs prior and the 
  other subsequent to the Weighted Average Life to Maturity)
  shall be calculated pursuant to the foregoing sentence and the
  Reinvestment Yield shall be interpolated from such yields on a
  straight-line basis (rounding in each of such relevant periods,
  to the nearest month).
  
       RENTALS - As of the date of any determination thereof, all
  fixed payments (including all payments which the lessee is
  obligated to make to the lessor on termination of the lease or
  surrender of the property) payable by the Company or a
  Subsidiary, as lessee or sublessee under a lease of real or
  personal property, but exclusive of any amounts required to be
  paid by the Company or a Subsidiary (whether or not designated as
  rents or additional rents) on account of maintenance, repairs,
  insurance, taxes, assessments, amortization and similar charges. 
  Fixed rents under any so-called "percentage leases" shall be
  computed solely on the basis of the minimum rents, if any,
  required to be paid by the lessee regardless of sales volume or
  gross revenues.
  
       RESPONSIBLE OFFICER - Any Senior Financial Officer or any
  other officer of the Company with responsibility for the
  administration of the relevant portion of this Agreement.
  <PAGE>
       SECURITIES ACT - The Securities Act of 1933, as amended, and
  as it may be further amended from time to time.
  
       SENIOR FINANCIAL OFFICER - The chief financial officer,
  principal accounting officer, treasurer or comptroller of the
  Company.
       SUBSIDIARY - Any corporation of which more than 50% of the
  outstanding shares of Voting Stock are owned or controlled by the
  Company or one or more Subsidiaries.
  
       VOTING STOCK - Capital stock of any class of a corporation
  having power to vote for the election of members of the board of
  directors of such corporation, or persons performing similar
  functions (whether or not at the time stock of any class shall
  have or might have special voting powers or rights by reason of
  the happening of any contingency).
  
       WEIGHTED AVERAGE LIFE TO MATURITY - As applied to any
  prepayment of principal of the Notes, at any date, the number of
  years obtained by dividing (a) the then outstanding principal
  amount of the Notes to be prepaid into (b) the sum of the products 
  obtained by multiplying (i) the amount of each then remaining 
  installment, sinking fund, serial maturity, or other
  required payment, including payment at final maturity, foregone
  by such prepayment by (ii) the number of years (calculated to the
  nearest 1/12th) which will elapse between such date and the
  making of such payment.
  
       WHOLLY-OWNED - When applied to a Subsidiary, any Subsidiary
  100% of the Voting Stock of which is owned by the Company and/or
  its Wholly-Owned Subsidiaries.
  
       Terms which are defined in other Sections of this Agreement
  shall have the meanings specified therein.
  
       5.2  ACCOUNTING PRINCIPLES.  Where the character or amount
  of any asset or liability or item of income or expense is
  required to be determined or any consolidation or other
  accounting computation is required to be made for the purposes of
  this Agreement, the same shall be done in accordance with
  generally accepted accounting principles in force at the time of
  determination, except where such principles are inconsistent with
  the requirements of this Agreement.
  
       5.3  VALUATION PRINCIPLES.  Except where indicated expressly
  to the contrary by the use of terms such as "fair value," "fair
  market value" or "market value," each asset, each liability and
  each capital item of any Person, and any quantity derivable by a
  computation involving any of such assets, liabilities or capital
  items, shall be taken at the net book value thereof for all
  purposes of this Agreement.  "Net book value", with respect to
  any asset, liability or capital item of any Person shall mean the
  amount at which the same is recorded or, in accordance with
  generally accepted accounting principles, should have been
  recorded in the books of account of such Person, as reduced by
  any reserves which have been or, in accordance with generally
  accepted accounting principles, should have been set aside with
  respect thereto, without giving effect to any write-up,
  write-down or write-off, relating thereto which was made after
  the date of this Agreement.
  <PAGE>
       5.4  DIRECT OR INDIRECT ACTIONS.  Where any provision in
  this Agreement refers to action to be taken by any Person, or
  which such Person is prohibited from taking, such provision shall
  be applicable whether the action in question is taken directly or
  indirectly by such Person.
  
  
  SECTION 6.     AFFIRMATIVE COVENANTS
  
       The Company agrees that, for so long as any amount remains
  unpaid on any Note:
  
       6.1  CORPORATE EXISTENCE.  The Company will maintain and
  preserve, and will cause each Subsidiary to maintain and
  preserve, its corporate existence and right to carry on its
  business and use, and cause each Subsidiary to use, its best
  efforts to maintain, preserve, renew and extend all of its
  rights, powers, privileges and franchises necessary to the proper
  conduct of its business; provided, however, that the foregoing
  shall not prevent any transaction permitted by Sections 7.5 or
  7.6.
  
       6.2  INSURANCE.  The Company will insure and keep insured at
  all times all of its properties and all of its Subsidiaries'
  properties which are of an insurable nature and of the character
  usually insured by companies operating similar properties,
  against loss or damage by fire and from other causes customarily
  insured against by companies engaged in similar businesses in
  such amounts as are usually insured against by such companies. 
  The Company also will maintain for itself and its Subsidiaries at
  all times with financially sound and reputable insurers adequate
  insurance against loss or damage from such hazards and risks to
  the person and property of others as are usually insured against
  by companies operating properties similar to the properties of
  the Company and its Subsidiaries.  All such insurance shall be
  carried with financially sound and reputable insurers accorded a
  rating of A-XII or better by A.M. Best Company, Inc. 
  Notwithstanding the foregoing, the Company's self-insurance
  program with respect to property damage and workers compensation,
  as described in Annex IV hereto, shall satisfy the requirements
  of this Section 6.2.  A summary of insurance presently in force
  is contained in the attached Annex IV.
  
       6.3  TAXES, CLAIMS FOR LABOR AND MATERIALS.  The Company
  will pay and discharge when due, and will cause each Subsidiary
  to pay and discharge when due, all taxes, assessments and
  governmental charges or levies imposed upon it or its property or
  assets, or upon properties leased by it (but only to the extent
  required to do so by the applicable lease), prior to the date on
  which penalties attach thereto, and all lawful claims which, if
  unpaid, might become a Lien upon its property or assets, provided that 
  neither the Company nor any Subsidiary shall be required to
  pay any such tax, assessment, charge, levy or claim, the payment
  of which is being contested in good faith and by proper
  proceedings that will stay the forfeiture or sale of any property
  and with respect to which adequate reserves are maintained in
  accordance with generally accepted accounting principles.
  
       6.4  MAINTENANCE OF PROPERTIES.  The Company will maintain,
  preserve and keep, and will cause each Subsidiary to maintain,
  preserve and keep, its properties (whether owned in fee or a
  leasehold interest) in good repair and working order, ordinary
  wear and tear excepted, and from time to time will make all
  necessary repairs, replacements, renewals and additions.
  <PAGE>
       6.5  MAINTENANCE OF RECORDS.  The Company will keep, and
  will cause each Subsidiary to keep, at all times proper books of
  record and account in which full, true and correct entries will
  be made of all dealings or transactions of or in relation to the
  business and affairs of the Company or such Subsidiary, in
  accordance with generally accepted accounting principles
  consistently applied throughout the period involved (except for
  such changes as are disclosed in such financial statements or in
  the notes thereto and concurred with by the independent certified
  public accountants), and the Company will, and will cause each
  Subsidiary to, provide reasonable protection against loss or
  damage to such books of record and account. 
  
       6.6  FINANCIAL INFORMATION AND REPORTS.  The Company will
  furnish to you and to any other Institutional Holder (in
  duplicate if you or such other holder so request), the following:
  
       (a)  As soon as available and in any event within 60 days
  after the end of each of the first three quarterly accounting
  periods of each fiscal year of the Company, a consolidated
  balance sheet of the Company and its Subsidiaries as of the end
  of such period and consolidated statements of earnings and cash
  flows of the Company and its Subsidiaries for the periods
  beginning on the first day of such fiscal year and the first day
  of such quarterly accounting period and ending on the date of
  such balance sheet, setting forth in comparative form the
  corresponding consolidated figures for the corresponding periods
  of the preceding fiscal year, all in reasonable detail prepared
  in accordance with generally accepted accounting principles
  consistently applied throughout the period involved (except for
  changes disclosed in such financial statements or in the notes thereto and 
  concurred with by the Company's independent certified
  public accountants) and certified by the chief financial officer
  or chief accounting officer of the Company (i) outlining the
  basis of presentation, and (ii) stating that the information
  presented in such statements presents fairly the financial
  condition of the Company and its Subsidiaries and the results of
  operations for the period, subject to customary year-end audit
  adjustments; provided that so long as the Company shall file a
  quarterly report on Form 10-Q or any similar form with the
  Securities and Exchange Commission or any successor agency which
  contains the information set forth in this paragraph (a) (except
  that the balance sheet need not be in comparative form), the
  requirements of this paragraph (a) shall be satisfied by
  forwarding Form 10-Q to the holder of the Notes within such
  60-day period;
  <PAGE>
       (b)  As soon as available and in any event within 120 days
  after the last day of each fiscal year a consolidated and a
  consolidating balance sheet of the Company and its Subsidiaries
  as of the end of such fiscal year and the related audited
  consolidated and consolidating statements of earnings,
  stockholders' equity and cash flows for such fiscal year, in each
  case setting forth in comparative form figures for the preceding
  fiscal year, all in reasonable detail, prepared in accordance
  with generally accepted accounting principles consistently
  applied throughout the period involved (except for changes
  disclosed in such financial statements or in the notes thereto
  and concurred with by independent certified public accountants)
  and accompanied by a report as to the consolidated balance sheet
  and the related consolidated statements of KPMG Peat Marwick LLP
  or any firm of independent public accountants of recognized
  national standing selected by the Company to the effect that such
  financial statements have been prepared in conformity with
  generally accepted accounting principles and present fairly, in
  all material respects, the financial condition of the Company and
  its Subsidiaries and that the examination of such financial
  statements by such accounting firm has been made in accordance
  with generally accepted auditing standards; provided that so long
  as the Company shall file an annual report on Form 10-K or any
  similar form with the Securities and Exchange Commission or any
  successor agency which contains the information set forth in this
  paragraph (b), the requirements of this paragraph (b) shall be
  satisfied by forwarding Form 10-K to the holder of the Notes
  within such 120-day period;
  
       (c)  Together with the financial statements delivered
  pursuant to paragraphs (a) and (b) of this Section 6.6, a
  certificate of the chief financial officer or chief accounting
  officer, (i) to the effect that such officer has re-examined the
  terms and provisions of this Agreement and that at the date of
  such certificate, during the periods covered by such financial
  reports and as of the end of such periods, the Company is not, or
  was not, in default in the fulfillment of any of the terms,
  covenants, provisions and conditions of this Agreement and that
  no Event of Default, or event which, with the lapse of time or
  the giving of notice, or both, would become an Event of Default,
  is occurring or has occurred as of the date of such certificate,
  during such periods and as of the end of such periods, or if the
  signer is aware of any such default, event or Event of Default,
  he shall disclose in such statement the nature thereof, its
  period of existence and what action, if any, the Company has
  taken or proposes to take with respect thereto, and (ii) stating
  whether the Company is in compliance with Sections 7.1 through
  7.10 and setting forth, in sufficient detail, the information and
  computations required to establish whether or not the Company was
  in compliance with the requirements of Sections 7.1, 7.2, 7.3,
  7.4 and 7.6 during the periods covered by the financial reports
  then being furnished and as of the end of such periods;
  <PAGE>
       (d)  Together with the financial reports delivered pursuant
  to paragraph (b) of this Section 6.6, a certificate of the
  independent certified public accountants (i) stating that in
  making the examination necessary for expressing an opinion on
  such financial statements, nothing came to their attention that
  caused them to believe that there is in existence or has occurred
  any Event of Default hereunder, or any event (the occurrence of
  which is ascertainable by accountants in the course of normal
  audit procedures) which, with the lapse of time or the giving of
  notice, or both, would become an Event of Default hereunder or,
  if such accountants shall have obtained knowledge of any such
  event or Event of Default, describing the nature thereof and the
  length of time it has existed and (ii) acknowledging that holders
  of the Notes may rely on their opinion on such financial
  statements;
  
       (e)  Within 15 days after any vice president or internal
  counsel of the Company obtains knowledge thereof, notice of any
  litigation not fully covered by insurance or any governmental
  proceeding pending against the Company or any Subsidiary in which
  the damages sought exceed $2,000,000 or which might otherwise materially 
  adversely affect the business, property, operations or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole;
  
       (f)  As soon as available, copies of each financial
  statement, notice, report and proxy statement which the Company
  shall furnish to its stockholders generally; copies of each
  registration statement and periodic report which the Company may
  file with the Securities and Exchange Commission, and any other
  similar or successor agency of the Federal government
  administering the Securities Act, the Exchange Act or the Trust
  Indenture Act of 1939, as amended; copies of each report relating
  to the Company or its securities which the Company may file with
  any securities exchange on which any of the Company's securities
  may be registered; copies of any orders in any proceedings in
  which a claim exceeds $2,000,000 or in which the Company's
  liability may exceed $2,000,000 to which the Company or any of
  its Subsidiaries is a party, issued by any governmental agency,
  Federal or state, having jurisdiction over the Company or any of
  its Subsidiaries; and, except at such times as the Company is a
  reporting company under Section 13 or 15(d) of the Exchange Act
  or has complied with the requirements for the exemption from
  registration under the Exchange Act set forth in Rule 12g-3-2(b),
  such financial or other information as any holder of the Notes
  may reasonably determine is required to permit such holder to
  comply with the requirements of Rule 144A under the Securities
  Act in connection with the resale by it of the Notes;
  
       (g)  As soon as available, a copy of each other report
  submitted to the Company or any Subsidiary by independent
  accountants retained by the Company or any Subsidiary in
  connection with any interim or special audit made by them of the
  books of the Company or any Subsidiary; and
  <PAGE>
       (h)  Such additional information as you or such other
  Institutional Holder of the Notes may reasonably request
  concerning the Company and its Subsidiaries.
  
       6.7  INSPECTION OF PROPERTIES AND RECORDS.  The Company will
  allow, and will cause each Subsidiary to allow, any
  representative of you or any other Institutional Holder, so long
  as you or such other Institutional Holder holds any Note, at your
  expense, to visit and inspect any of its properties, to examine
  its books of record and account and to discuss its affairs,
  finances and accounts with its officers and its public accountants 
  (and upon 24 hours notice to the Company, the Company
  shall authorize such accountants to discuss with you or such
  Institutional Holder its affairs, finances and accounts), all at
  such reasonable times and as often as you or such Institutional
  Holder may reasonably request.  So long as an Event of Default or
  an event which, with the passage of time or the giving of notice,
  or both, would become an Event of Default has occurred and is
  continuing, the Company agrees to pay the costs of any
  inspections made pursuant to this Section 6.7.
  
       6.8  ERISA.  (a) The Company agrees that all assumptions and
  methods used to determine the actuarial valuation, if any, of
  employee benefits, both vested and unvested, under any Plan of
  the Company or any Subsidiary, and each such Plan, whether now
  existing or adopted after the date hereof, will comply in all
  material respects with ERISA and other applicable laws.
  
       (b)  The Company will not at any time permit any Plan
  established, maintained or contributed to by it or any Subsidiary
  or "affiliate" (as defined in Section 407(d)(7) of ERISA) to:
  
            (i)  engage in any "prohibited transaction" as such
  term is defined in Section 4975 of the Code or in Section 406 of
  ERISA;
       
            (ii) incur any "accumulated funding deficiency" as such
  term is defined in Section 302 of ERISA, whether or not waived;
  or
       
            (iii)     be terminated under circumstances which are
  likely to result in the imposition of a lien on the property of
  the Company or any Subsidiary pursuant to Section 4068 of ERISA,
  if and to the extent such termination is within the control of
  the Company; if the event or condition described in clauses (i),
  (ii) or (iii) above is likely to subject the Company or any
  Subsidiary or ERISA affiliate to a liability.
  
       (c)  Upon the request of you or any other Institutional
  Holder, the Company will furnish a copy of the annual report of
  each Plan (Form 5500) required to be filed with the Internal
  Revenue Service.  Copies of annual reports shall be delivered no
  later than 30 days after the later of the date such report has
  been filed with the Internal Revenue Service or the date the copy
  is requested.
  <PAGE>
       (d)  Promptly upon the occurrence thereof, the Company will
  give you and each other Institutional Holder written notice of
  (i) a reportable event with respect to any Plan; (ii) the
  institution of any steps by the Company, any Subsidiary, any
  ERISA affiliate, the PBGC or any other person to terminate any
  Plan; (iii) the institution of any steps by the Company, any
  Subsidiary, or any ERISA affiliate to withdraw from any Plan;
  (iv) a prohibited transaction in connection with any Plan; (v)
  any material increase in the contingent liability of the Company
  or any Subsidiary with respect to any post-retirement welfare
  liability; or (vi) the taking of any action by the Internal
  Revenue Service, the Department of Labor or the PBGC with respect
  to any of the foregoing which, in any of the events specified
  above, would result in any material liability of the Company or
  any of its Subsidiaries.
  
       6.9  COMPLIANCE WITH LAWS.  The Company will comply, and
  will cause each Subsidiary to comply, with all laws, rules and
  regulations relating to its or their respective businesses, other
  than laws, rules and regulations the failure to comply with which
  or the sanctions and penalties resulting therefrom, individually
  or in the aggregate, would not have a material adverse effect on
  the business, property, operations, or condition, financial or
  otherwise, of the Company or such Subsidiary, and would not
  result in the creation of a Lien which, if incurred in the
  ordinary course of business, would not be permitted by Section
  7.4 on any of the property of the Company or any Subsidiary;
  provided, however, that the Company and its Subsidiaries shall
  not be required to comply with laws, rules and regulations the
  validity or applicability of which are being contested in good
  faith by the Company or, in the case of Chapter 523H of the 1995
  Code of Iowa, as amended, by other parties, and by appropriate
  proceedings; provided that the failure to comply with such laws,
  rules or regulations would not have a material adverse effect on
  the business, properties, operations, assets or condition,
  financial or otherwise, of the Company and its Subsidiaries taken
  as a whole.
  
       6.10 ACQUISITION AND CANCELLATION OF NOTES.  (a) Neither the
  Company nor any Subsidiary or Affiliate, directly or indirectly,
  will repurchase or offer to repurchase or offer to repurchase any
  Notes unless the offer is made to purchase Notes pro rata from
  all holders at the same time and on the same terms.
  
       (b)  The Company will forthwith cancel any Notes in any manner or 
  at any time acquired by the Company or any Subsidiary
  or Affiliate and such Notes shall not be deemed to be outstanding
  for any of the purposes of this Agreement or the Notes.
  <PAGE>
       6.11 PRIVATE PLACEMENT NUMBER.  The Company consents to the
  filing of copies of this Agreement with Standard & Poor's
  Corporation and the National Association of Insurance
  Commissioners to obtain a private placement number.
  
  
  SECTION 7.     NEGATIVE COVENANTS
  
       The Company agrees that, for so long as any amount remains
  unpaid on any Note:
  
       7.1  NET WORTH.  The Company will not, as of the end of any
  fiscal quarter, permit its Consolidated Tangible Net Worth to be
  less than (a) $75,000,000 plus (b) 30% of Consolidated Net Income
  (which for purposes of this clause (b) shall not be less than
  zero) after January 31, 1993.
  
       7.2  INDEBTEDNESS.  The Company will not permit, as of the
  end of any fiscal quarter, Consolidated Indebtedness to exceed
  65% of Consolidated Total Capitalization.
  
       7.3  FIXED CHARGE RATIO.  The Company will not, as of the
  end of any fiscal quarter, permit the ratio of Consolidated
  Income Available for Fixed Charges to Consolidated Fixed Charges
  for the twelve preceding fiscal quarters, calculated on an
  aggregate basis for said period, to be less than 1.5 to 1.0.
  
       7.4  LIENS.  Neither the Company nor any Subsidiary will
  cause or permit or hereafter agree or consent to cause or permit
  in the future (upon the happening of a contingency or otherwise),
  any of its Property, whether now owned or subsequently acquired,
  to be subject to a Lien except:
  
       (a)  Liens securing the payment of taxes, assessments or
  governmental charges or levies or the demands of suppliers,
  mechanics, repairmen, workmen, materialmen, carriers,
  warehousers, landlords and other like Persons, or similar
  statutory Liens, provided that (i) such Liens do not in the
  aggregate materially reduce the value of any Properties subject
  to the Liens or materially interfere with their use in the
  ordinary conduct of the Company's or any Subsidiaries business, 
  (ii) all claims which such Liens secure are not delinquent or are
  being actively contested in good faith and by appropriate
  proceedings and (iii) adequate reserves have been established
  therefor on the books of the Company;
  
       (b)  Liens incurred or deposits made in the ordinary course
  of business (i) in connection with worker's compensation,
  unemployment insurance, social security and other like laws, or
  (ii) to secure the performance of letters of credit, bids,
  tenders, sales contracts, leases, statutory obligations, surety,
  appeal and performance bonds and other similar obligations, in
  each case not incurred in connection with the borrowing of money,
  the obtaining of advances or the payment of the deferred purchase
  price of Property otherwise than permitted by paragraph (e)
  below;
  <PAGE>
       (c)  Attachment, judgment and other similar Liens arising in
  connection with court proceedings, provided that (i) execution
  and other enforcement are effectively stayed, (ii) all claims
  which the Liens secure are being actively contested in good faith
  and by appropriate proceedings and (iii) adequate reserves have
  been established therefor on the books of the Company, if
  required by generally accepted accounting principles;
  
       (d)  Liens existing as of December 1, 1995, which Liens are
  set forth in Annex III hereto; and
  
       (e)  Other Liens securing Indebtedness incurred after the
  date hereof; provided that the Indebtedness secured by such Liens
  shall not exceed the lesser of the cost or fair market value of
  the Property; and provided, further, that the aggregate amount of
  such Indebtedness secured by Liens permitted by this subparagraph
  (e), shall not, in the aggregate, exceed twenty-five percent
  (25%) of Consolidated Tangible Net Worth.
  
       7.5  MERGER OR CONSOLIDATION.  The Company will not, and
  will not permit any Subsidiary to, merge or consolidate with any
  other Person, except that:
  
       (a)  The Company may consolidate with or merge into any
  Person or permit any other Person to merge into it, provided that
  immediately after giving effect thereto,
  
            (i)  The Company is the successor corporation or, if
  the Company is not the successor corporation, the successor
  corporation is a corporation organized under the laws of a state of the 
  United States of America or the District of Columbia and
  shall expressly assume in writing the Company's obligations under
  the Notes and this Agreement; and
       
            (ii) There shall exist no Event of Default or event
  which, with the passage of time or giving of notice, or both,
  would constitute an Event of Default; 
  
       (b)  Any Subsidiary may (i) merge into the Company or
  another Wholly-Owned Subsidiary or (ii) sell, transfer or lease
  all or any part of its assets to the Company or to another
  Wholly-Owned Subsidiary or (iii) merge into any Person which, as
  a result of such merger, concurrently becomes a Subsidiary,
  provided in each such instance that there shall exist no Event of
  Default or event which, with the passage of time or giving of
  Notice, or both, would constitute an Event of Default.
  
       7.6  SALE OF ASSETS.  During any twelve month period, the
  Company will not, and will not permit any Subsidiary to, sell,
  lease, transfer or otherwise dispose of any assets, in one or a
  series of transactions, other than in the ordinary course of
  business, to any Person, other than to the Company or a
  Wholly-Owned Subsidiary (collectively a "Disposition"), if after
  giving effect to such Disposition, the aggregate book value of
  all Dispositions made during such twelve month period would
  exceed ten percent (10%) of Consolidated Net Tangible Assets as
  of the end of the immediately preceding fiscal quarter.
  <PAGE>
       7.7  RESTRICTED INVESTMENTS.  The Company shall not, nor
  shall it permit any Subsidiary to, make any Investments except
  Investments in Permitted Investments which comply with each of
  the following portfolio requirements:
  
       (a)  Investments in a single issuer (other than the United
  States government or any agency or instrumentality thereof) shall
  not exceed the greater of (i) eight percent (8%) of the amount of
  total Investments of the Company and its Subsidiaries or (ii)
  $2,500,000;
  
       (b)  Investments in any single money market fund permitted
  by paragraph (e) of the definition of Permitted Investments shall
  not exceed the greater of (i) 20% of the amount of total
  Investments of the Company and its Subsidiaries or (ii)
  $2,500,000;
  
       (c)  No more than 50% of total Investments of the Company
  and its Subsidiaries shall mature more than one year from the
  date of acquisition thereof; and
  
       (d)  No more than 25% of total Investments of the Company
  and its Subsidiaries shall have maturities of 18 months to three
  (3) years from the date of acquisition thereof.
  
  Notwithstanding the foregoing, in the event that Investments of
  the Company and its Subsidiaries are less than $1,000,000 in the
  aggregate, the foregoing portfolio requirements as set forth in
  subparagraph (a) through (d) above shall not apply.
  
       7.8  CHANGE IN BUSINESS.  Neither the Company nor any
  Subsidiary (whether now existing or hereafter acquired or
  organized) will engage in any business substantially different
  from the business presently conducted by the Company and its
  Subsidiaries.
  
       7.9  TRANSACTIONS WITH AFFILIATES.  The Company will not,
  and will not permit any Subsidiary to, enter into any transaction
  (including the furnishing of goods or services) with an Affiliate
  except in the ordinary course of business as presently conducted
  and on terms and conditions no less favorable to the Company or
  such Subsidiary than would be obtained in a comparable
  arm's-length transaction with a Person not an Affiliate.
  
       7.10 CONSOLIDATED TAX RETURNS.  The Company will not file,
  or consent to the filing of, any consolidated Federal income tax
  return with any Person other than a Subsidiary, except to the
  extent that the Company is required under the Code to do
  otherwise.
  <PAGE>
  
  SECTION 8.     EVENTS OF DEFAULT AND REMEDIES THEREFOR
  
       8.1  NATURE OF EVENTS.  An "Event of Default" shall exist if
  any one or more of the following occurs:
  
       (a)  Default in the payment of interest on any of the Notes
  when due and such default shall continue for a period of three
  days;
  
       (b)  Default in the payment of the principal of any of the
  Notes or the premium thereon, if any, at maturity, upon acceleration of 
  maturity or at any date fixed for prepayment;
  
       (c)  Default shall occur (i) in the payment of the principal
  of, premium, or interest on any other Indebtedness of the Company
  or its Subsidiaries, aggregating in excess of $2,000,000 as and
  when due and payable (whether by lapse of time, declaration, call
  for redemption or otherwise), (ii) under any mortgage, agreement
  or other instrument of the Company or any Subsidiary securing
  such Indebtedness or under or pursuant to which such Indebtedness
  aggregating in excess of $2,000,000 is issued, (iii) under any
  leases other than Capitalized Leases of the Company or any
  Subsidiary, with aggregate Rentals in excess of $2,000,000 or
  (iv) with respect to any combination of the foregoing involving
  Indebtedness and/or Rentals aggregating in excess of $2,000,000
  regardless of whether such defaults would be Events of Default
  hereunder, and (x) any such defaults with respect to the payment
  of money shall continue, unless waived, beyond the period of
  grace, if any, allowed with respect thereto and, (y) solely in
  the case of any default not involving the payment of money, the
  sums due thereunder shall have been accelerated and such
  acceleration shall not have been annulled;
  
       (d)  Default in the observance or performance of Sections
  7.1, 7.2, 7.3, 7.5, 7.6, 7.8, 7.9 and 7.10 and Section 8.7.
  
       (e)  Default in the observance or performance of any other
  covenant or provision of this Agreement which default is not
  remedied within 30 days after the earlier of the date (a) a
  Responsible Officer of the Company knew of such default or (b) on
  which written notice of such default is provided to the Company
  by any Noteholder;
  <PAGE>
       (f)  Any representation or warranty made by the Company in
  this Agreement, or made by the Company in any written statement
  or certificate furnished by the Company in connection with the
  issuance and sale of the Notes or furnished by the Company
  pursuant to this Agreement, proves incorrect in any material
  respect as of the date of the issuance or making thereof;
  
       (g)  Any judgments, writs or warrants of attachment or any
  similar processes individually or in the aggregate in excess of
  $2,000,000 shall be entered or filed against the Company or any
  Subsidiary or against any property or assets of either and remain
  unpaid, unvacated, unbonded or unstayed (through appeal or
  otherwise) for a period of 60 days after the Company or any
  Subsidiary receives notice thereof;
  
       (h)  The Company or any Subsidiary shall incur a "Distress
  Termination" (as defined in Title IV of ERISA) of any Plan or any
  trust created thereunder which results in material liability to
  the PBGC, the PBGC shall institute proceedings to terminate any
  Plan or any trust created thereunder, or a trustee shall be
  appointed by a United States District Court pursuant to Section
  4042(b) of ERISA to administer any Plan or any trust created
  thereunder; or
  
       (i)  The Company or any Subsidiary shall
  
            (i)  generally not pay its debts as they become due or
  admit in writing its inability to pay its debts generally as they
  become due;
       
            (ii) file a petition in bankruptcy or for
  reorganization or for the adoption of an arrangement under the
  Federal Bankruptcy Code, or any similar applicable bankruptcy or
  insolvency law, as now or in the future amended (herein
  collectively called "Bankruptcy Laws"), or an answer or other
  pleading admitting or failing to deny the material allegations of
  such a petition or seeking, consenting to or acquiescing in
  relief provided for under the Bankruptcy Laws;
       
            (iii)     make an assignment of all or a substantial
  part of its property for the benefit of its creditors;
       
            (iv) seek or consent to or acquiesce in the appointment
  of a receiver, liquidator, custodian or trustee of it or for all
  or a substantial part of its property;
       
            (v)  be finally adjudicated a bankrupt or insolvent;
       
            (vi) be subject to the entry of a court order, which
  shall not be vacated, set aside or stayed within 30 days from the
  date of entry, appointing a receiver, liquidator, custodian or
  trustee of it or for all or a substantial part of its property,
  or entering of an order for relief pursuant to an involuntary
  case, or effecting an arrangement in, bankruptcy or for a
  reorganization pursuant to the Bankruptcy Laws or for any other
  judicial modification or alteration of the rights of creditors;
  or
  <PAGE>     
            (vii)     be subject to the assumption of custody or
  sequestration by a court of competent jurisdiction of all or a substantial 
  part of its property, which custody or sequestration
  shall not be suspended or terminated within 30 days from its
  inception.
  
       8.2  REMEDIES ON DEFAULT.  When any Event of Default
  described in paragraphs (a) through (h) of Section 8.1 has
  happened and is continuing, the holder or holders of at least 25%
  in principal amount of the Notes then outstanding may by notice
  to the Company declare the entire principal, together with the
  premium set forth below, and all interest accrued on all Notes to
  be, and such Notes shall thereupon become, forthwith due and
  payable, without any presentment, demand, protest or other notice
  of any kind, all of which are expressly waived.  Notwithstanding
  the foregoing, when (i) any Event of Default described in
  paragraphs (a) or (b) of Section 8.1 has happened and is
  continuing, any holder may by notice to the Company declare the
  entire principal, together with the premium set forth below, and
  all interest accrued on the Notes then held by such holder to be,
  and such Notes shall thereupon become, forthwith due and payable,
  without any presentment, demand, protest or other notice of any
  kind, all of which are expressly waived and (ii) where any Event
  of Default described in paragraph (i) of Section 8.1 has
  happened, then all outstanding Notes shall immediately become due
  and payable without presentment, demand or notice of any kind. 
  Upon the Notes or any of them becoming due and payable as
  aforesaid, the Company will forthwith pay to the holders of such
  Notes the entire principal of and interest accrued on such Notes,
  plus a premium in the event that the Reinvestment Yield shall, on
  the Determination Date, be less than the interest rate payable on
  or in respect of the Notes.  Such premium shall equal (x) the
  aggregate present value of the principal so accelerated and the
  aggregate present value of the interest which would have been
  payable in respect of such principal absent such accelerated
  payment, determined by discounting (semi-annually on the basis of
  a 360-day year composed of twelve 30-day months) each such amount
  utilizing an interest factor equal to the Reinvestment Yield,
  less (y) the principal amount to be accelerated.
  
       8.3  ANNULMENT OF ACCELERATION OF NOTES.  The provisions of
  Section 8.2 are subject to the condition that if the principal of
  and accrued interest on the Notes have been declared immediately
  due and payable by reason of the occurrence of any Event of
  Default described in paragraphs (a) through (h), inclusive, of
  Section 8.1, the holder or holders of 66-2/3% in aggregate
  principal amount of the Notes then outstanding may, by written instrument 
  furnished to the Company, rescind and annul such
  declaration and the consequences thereof, provided that (i) at
  the time such declaration is annulled and rescinded no judgment
  or decree has been entered for the payment of any monies due
  pursuant to the Notes or this Agreement, (ii) all arrears of
  interest upon all the Notes and all other sums payable under the
  <PAGE>
  Notes and under this Agreement (except any principal, interest or
  premium on the Notes which has become due and payable solely by
  reason of such declaration under Section 8.2) shall have been
  duly paid and (iii) each and every other Event of Default shall
  have been cured or waived; and provided further, that no such
  rescission and annulment shall extend to or affect any subsequent
  default or Event of Default or impair any right consequent
  thereto.
  
       8.4  OTHER REMEDIES.  Subject to the provisions of Section
  8.3, if any Event of Default shall be continuing, any holder of
  Notes may enforce its rights by suit in equity, by action at law,
  or by any other appropriate proceedings, whether for the specific
  performance (to the extent permitted by law) of any covenant or
  agreement contained in this Agreement or in the Notes or in aid
  of the exercise of any power granted in this Agreement, and may
  enforce the payment of any Note held by such holder and any of
  its other legal or equitable rights.
  
       8.5  CONDUCT NO WAIVER; COLLECTION EXPENSES.  No course of
  dealing on the part of any holder of Notes, nor any delay or
  failure on the part of any holder of Notes to exercise any of its
  rights, shall operate as a waiver of such rights or otherwise
  prejudice such holder's rights, powers and remedies.  If the
  Company fails to pay, when due, the principal of, or the interest
  on, any Note, or fails to comply with any other provision of this
  Agreement, the Company will pay to each holder, to the extent
  permitted by law, on demand, such further amounts as shall be
  sufficient to cover the reasonable cost and expenses, including
  but not limited to reasonable attorneys' fees, incurred by such
  holders of the Notes in collecting any sums due on the Notes or
  in otherwise enforcing any of their rights.
  
       8.6  REMEDIES CUMULATIVE.  No right or remedy conferred upon
  or reserved to any holder of Notes under this Agreement is
  intended to be exclusive of any other right or remedy, and every
  right and remedy shall be cumulative and in addition to every
  other right or remedy given under this Agreement or now or
  hereafter existing under any applicable law.  Every right and remedy 
  given by this Agreement or by applicable law to any holder
  of Notes may be exercised from time to time and as often as may
  be deemed expedient by such holder, as the case may be.
  
       8.7  NOTICE OF DEFAULT.  With respect to Events of Default
  or claimed defaults, the Company will give the following notices:
  
       (a)  The Company promptly will furnish to each holder of a
  Note notice in writing by registered or certified mail, return
  receipt requested, of the occurrence of an Event of Default or a
  Default.  Such notice shall specify the nature of such default,
  the period of existence thereof and what action the Company has
  taken or is taking or proposes to take with respect thereto.
  
       (b)  If the holder of any Note or of any other evidence of
  Indebtedness of the Company or any Subsidiary gives any notice or
  takes any other action with respect to a claimed default, the
  Company will forthwith give written notice to the extent of the
  Company's knowledge thereof to each holder of the then
  outstanding Notes, describing the notice or action and the nature
  of the claimed default.
  
  <PAGE>
  SECTION 9.     AMENDMENTS, WAIVERS AND CONSENTS
  
       9.1  MATTERS SUBJECT TO MODIFICATION.  Any term, covenant,
  agreement or condition of this Agreement may, with the consent of
  the Company, be amended, or compliance therewith may be waived
  (either generally or in a particular instance and either
  retroactively or prospectively), if the Company shall have
  obtained the consent in writing of the holder or holders of at
  least 66-2/3% in aggregate principal amount of outstanding Notes;
  provided, however, that, without the written consent of the
  holder or holders of all of the Notes then outstanding, no such
  waiver, modification, alteration or amendment shall be effective
  which will (i) change the time of payment (including any required
  prepayment) of the principal of or the interest on any Note, (ii)
  reduce the principal amount thereof or the premium, if any, or
  reduce the rate of interest thereon, (iii) change any provision
  of any instrument affecting the preferences between holders of
  the Notes or between holders of the Notes and other creditors of
  the Company, or (iv) change any of the provisions of Section 8.1,
  Section 8.2, Section 8.3 or this Section 9.
  
       For the purpose of determining whether holders of the requisite 
  principal amount of Notes have made or concurred in any
  waiver, consent, approval, notice or other communication under
  this Agreement, Notes held in the name of, or owned beneficially
  by, the Company, any Subsidiary or any Affiliate thereof, shall
  not be deemed outstanding.
  
       9.2  SOLICITATION OF HOLDERS OF NOTES.  The Company will not
  solicit, request or negotiate for or with respect to any proposed
  waiver or amendment of any of the provisions of this Agreement or
  the Notes unless each holder of the Notes (irrespective of the
  amount of Notes then owned by it) shall concurrently be informed
  thereof by the Company and shall be afforded the opportunity of
  considering the same and shall be supplied by the Company with
  sufficient information to enable it to make an informed decision
  with respect thereto.  Executed or true and correct copies of any
  waiver or consent effected pursuant to the provisions of this
  Section 9 shall be delivered by the Company to each holder of
  outstanding Notes forthwith following the date on which the same
  shall have been executed and delivered by the holder or holders
  of the requisite percentage of outstanding Notes.  The Company
  will not, directly or indirectly, pay or cause to be paid any
  remuneration, whether by way of supplemental or additional
  interest, fee or otherwise, to any holder of the Notes as
  consideration for or as an inducement to the entering into by any
  holder of the Notes of any waiver or amendment of any of the
  terms and provisions of this Agreement unless such remuneration
  is concurrently paid, on the same terms, ratably to each holder
  of the then outstanding Notes.
  
       9.3  BINDING EFFECT.  Any such amendment or waiver shall
  apply equally to all the holders of the Notes and shall be
  binding upon them, upon each future holder of any Note and upon
  the Company whether or not such Note shall have been marked to
  indicate such amendment or waiver.  No such amendment or waiver
  shall extend to or affect any obligation not expressly amended or
  waived or impair any right related thereto.
  
  <PAGE>
  SECTION 10.    FORM OF NOTES, REGISTRATION, TRANSFER, EXCHANGE  
  AND REPLACEMENT
  
       10.1 FORM OF NOTES.  The Notes initially delivered under
  this Agreement will be in the form of two fully registered Notes
  in the form attached as Exhibit A.  The Notes are issuable only
  in fully registered form and in denominations of at least $1,000,000 
  (or the remaining outstanding balance thereof, if less than $1,000,000).
  
       10.2 NOTE REGISTER.  The Company shall cause to be kept at
  its principal office a register (the "Note Register") for the
  registration and transfer of the Notes.  The names and addresses
  of the holders of Notes, the transfer thereof and the names and
  addresses of the transferees of the Notes shall be registered in
  the Note Register.  The Company may deem and treat the person in
  whose name a Note is so registered as the holder and owner
  thereof for all purposes and shall not be affected by any notice
  to the contrary, until due presentment of such Note for
  registration of transfer as provided in this Section 10.
  
       10.3 ISSUANCE OF NEW NOTES UPON EXCHANGE OR TRANSFER.  Upon
  surrender for exchange or registration of transfer of any Note at
  the office of the Company designated for notices in accordance
  with Section 11.2, the Company shall execute and deliver, at its
  expense, one or more new Notes of any authorized denominations
  requested by the holder of the surrendered Note, each dated the
  date to which interest has been paid on the Notes so surrendered
  (or, if no interest has been paid, the date of such surrendered
  Note), but in the same aggregate unpaid principal amount as such
  surrendered Note, and registered in the name of such person or
  persons as shall be designated in writing by such holder.  Every
  Note surrendered for registration of transfer shall be duly
  endorsed, or be accompanied by a written instrument of transfer
  duly executed, by the holder of such Note or by his attorney duly
  authorized in writing.  The Company may condition its issuance of
  any new Note in connection with a transfer by any Person on
  compliance by the transferee with the representations required
  under Section 3.2, by Institutional Holders on compliance with
  Section 2.5 and on the payment to the Company of a sum sufficient
  to cover any stamp tax or other governmental charge imposed in
  respect of such transfer.
  <PAGE>
       10.4 REPLACEMENT OF NOTES.  Upon receipt of evidence
  satisfactory to the Company of the loss, theft, mutilation or
  destruction of any Note, and in the case of any such loss, theft
  or destruction upon delivery of a bond of indemnity in such form
  and amount as shall be reasonably satisfactory to the Company or
  in the event of such mutilation upon surrender and cancellation
  of the Note, the Company, without charge to the holder thereof,
  will make and deliver a new Note, of like tenor in lieu of such
  lost, stolen, destroyed or mutilated Note.  If any such lost, stolen or 
  destroyed Note is owned by you or any other Institutional Holder, 
  then the affidavit of an authorized officer of such owner setting forth 
  the fact of loss, theft or destruction and of its ownership of the Note 
  at the time of such loss, theft or destruction shall be accepted as 
  satisfactory evidence thereof, and no further indemnity shall be required 
  as a condition to the execution and delivery of a new Note, other than
  a written agreement of such owner (in form reasonably
  satisfactory to the Company) to indemnify the Company.
  
  
  SECTION 11.    MISCELLANEOUS
  
       11.1 EXPENSES.  Whether or not the purchase of Notes herein
  contemplated shall be consummated, the Company agrees to pay
  directly all reasonable expenses in connection with the
  preparation, execution and delivery of this Agreement and the
  transactions contemplated by this Agreement, including, but not
  limited to, out-of-pocket expenses, filing fees of Standard &
  Poor's Corporation in connection with obtaining a private
  placement number, charges and disbursements of special counsel,
  photocopying and printing costs and charges for shipping the
  Notes, adequately insured, to you at your home office or at such
  other address as you may designate, and all similar expenses
  (including the reasonable fees and expenses of counsel) relating
  to any amendments, waivers or consents in connection with this
  Agreement or the Notes, including, but not limited to, any such
  amendments, waivers or consents resulting from any work-out,
  renegotiation or restructuring relating to the performance by the
  Company of its obligations under this Agreement and the Notes. 
  The Company also agrees that it will pay and save you harmless
  against any and all liability with respect to stamp and other
  documentary taxes, if any, which may be payable, or which may be
  determined to be payable in connection with the execution and
  delivery of this Agreement or the Notes (but not in connection
  with a transfer of any Notes), whether or not any Notes are then
  outstanding.  The obligations of the Company under this Section
  11.1 shall survive the retirement of the Notes.
  <PAGE>
       11.2 NOTICES.  Except as otherwise expressly provided
  herein, all communications provided for in this Agreement shall
  be in writing and delivered or sent by registered or certified
  mail, return receipt requested, or by overnight courier (i) if to
  you, to the address set forth below your name in Schedule I, or
  to such other address as you may in writing designate, (ii) if to any other 
  holder of the Notes, to such address as the holder may
  designate in writing to the Company, and (iii) if to the Company,
  to Casey's General Stores, Inc., One Convenience Boulevard,
  Ankeny, Iowa 50021, Attention: Treasurer, or to such other
  address as the Company may in writing designate.
  
       11.3 REPRODUCTION OF DOCUMENTS.  This Agreement and all
  documents relating hereto, including, without limitation, (i)
  consents, waivers and modifications which may hereafter be
  executed, (ii) documents received by you at the closing of the
  purchase of the Notes (except the Notes themselves), and (iii)
  financial statements, certificates and other information
  previously or hereafter furnished to you, may be reproduced by
  you by any photographic, photostatic, microfilm, micro-card,
  miniature photographic or other similar process, and you may
  destroy any original document so reproduced.  The Company agrees
  and stipulates that any such reproduction which is legible shall
  be admissible in evidence as the original itself in any judicial
  or administrative proceeding (whether or not the original is in
  existence and whether or not such reproduction was made by you in
  the regular course of business) and that any enlargement,
  facsimile or further reproduction of such reproduction shall
  likewise be admissible in evidence; provided that nothing herein
  contained shall preclude the Company from objecting to the
  admission of any reproduction on the basis that such reproduction
  is not accurate, has been altered or is otherwise incomplete.
  
       11.4 SUCCESSORS AND ASSIGNS.  This Agreement will inure to
  the benefit of and be binding upon the parties hereto and their
  respective successors and assigns.
  
       11.5 LAW GOVERNING.  This Agreement shall be governed by and
  construed in accordance with the laws of the State of Iowa.  No
  provision of this Agreement may be waived, changed or modified,
  or the discharge thereof acknowledged, orally, except by an
  agreement in writing signed by the party against whom the
  enforcement of any waiver, change, modification or discharge is
  sought.
  
       11.6 HEADINGS.  The headings of the sections and subsections
  of this Agreement are inserted for convenience only and do not
  constitute a part of this Agreement.
  
       11.7 COUNTERPARTS.  This Agreement may be executed
  simultaneously in one or more counterparts, each of which shall be deemed 
  an original, but all such counterparts shall together
  constitute one and the same instrument, and it shall not be
  necessary in making proof of this Agreeme  nt to produce or
  account for more than one such counterpart or reproduction
  thereof permitted by Section 11.3.
  <PAGE>
  11.8  RELIANCE ON AND SURVIVAL OF PROVISIONS.  All covenants, 
  representations and warranties made by the Company herein and in any 
  certificates delivered pursuant to this Agreement, whether or not in 
  connection with a closing, (i) shall be deemed to have been relied upon 
  by you, notwithstanding any investigation heretofore or hereafter made by
  you or on your behalf and (ii) shall survive the delivery of this
  Agreement and the Notes.
  
       11.9 CONFIDENTIAL INFORMATION.  For the purposes of this
  Section 11.9, "CONFIDENTIAL INFORMATION" means information
  delivered to you by or on behalf of the Company or any Subsidiary
  in connection with the transactions contemplated by or otherwise
  pursuant to this Agreement that is proprietary in nature and that
  was clearly marked or labeled or otherwise adequately identified
  when received by you as being confidential information of the
  Company or such Subsidiary, provided that such term does not
  include information that (a) was publicly known or otherwise
  known to you prior to the time of such disclosure, (b)
  subsequently becomes publicly known through no act or omission by
  you or any person acting on your behalf, (c) otherwise becomes
  known to you other than through disclosure by the Company or any
  Subsidiary or (d) constitutes financial statements delivered to
  you under Section 6.6(e) that are otherwise publicly available. 
  You will maintain such Confidential Information in accordance
  with procedures adopted by you in good faith to protect
  confidential information of third parties delivered to you,
  provided that you may deliver or disclose Confidential
  Information to (i) your directors, officers, employees, agents,
  attorneys and affiliates (to the extent such disclosure
  reasonably relates to the administration of the investment
  represented by your Notes), (ii) your financial advisors and
  other professional advisors who agree to hold confidential the
  Confidential Information substantially in accordance with the
  terms of this Section 11.9, (iii) any other holder of any Note,
  (iv) any Institutional Investor to which you sell or offer to
  sell such Note or any part thereof or any participation therein
  (if such Person has agreed in writing prior to its receipt of
  such Confidential Information to be bound by the provisions of
  this Section 11.9), (v) any Person from which you offer to
  purchase any security of the Company (if such Person has agreed in writing 
  prior to its receipt of such Confidential Information
  to be bound by the provisions of this Section 11.9), (vi) any
  federal or state regulatory authority having jurisdiction over
  you, (vii) the National Association of Insurance Commissioners or
  any similar organization, or any nationally recognized rating
  agency that requires access to information about your investment
  portfolio or (viii) any other Person to which such delivery or
  disclosure may be necessary or appropriate, (w) to effect
  compliance with any law, rule, regulation or order applicable to
  you, (x) in response to any subpoena or other legal process, (y)
  in connection with any litigation to which you are a party or (z)
  if an Event of Default has occurred and is continuing, to the
  extent you may reasonably determine such delivery and disclosure
  to be necessary or appropriate in the enforcement or for the
  protection of the rights and remedies under your Notes and this
  <PAGE>
  Agreement.  Each holder of a Note, by its acceptance of a Note,
  will be deemed to have agreed to be bound by and to be entitled
  to the benefits of this Section 11.9 as though it were a party to
  this Agreement.  On reasonable request by the Company in
  connection with the delivery to any holder of a Note of
  information required to be delivered to such holder under this
  Agreement or requested by such holder (other than a holder that
  is a party to this Agreement or its nominee), such holder will
  enter into an agreement with the Company embodying the provisions
  of this Section 11.9.
  
       11.10     INTEGRATION AND SEVERABILITY.  This Agreement
  embodies the entire agreement and understanding between you and
  the Company, and supersedes all prior agreements and
  understandings relating to the subject matter hereof.  In case
  any one or more of the provisions contained in this Agreement or
  in any Note, or application thereof, shall be invalid, illegal or
  unenforceable in any respect, the validity, legality and
  enforceability of the remaining provisions contained in this
  Agreement and in any Note, and any other application thereof,
  shall not in any way be affected or impaired thereby.
  <PAGE>
       IN WITNESS WHEREOF, the Company and the Purchaser have
  caused this Agreement to be executed and delivered by their
  respective officer or officers thereunto duly authorized.
  
  
                                CASEY'S GENERAL STORES, INC.
                                
                                
                                By:  /s/  Donald F. Lamberti        
                                     ------------------------
                                Title:  Chief Executive Officer
                                
                                ATTEST:
                                
                                
                                By:  /s/  John G. Harmon            
                                     --------------------
                                Title:  Secretary
                                
                                
                                PRINCIPAL MUTUAL LIFE INSURANCE 
                                COMPANY
                                          
                                By:  /s/  Jon M. Davidson           
                                     --------------------
                                     Title: Assistant Director-
                                            Securities Investment
  
                                By:  /s/  Christopher J. Henderson  
                                     ----------------------------
                                    Title:  Counsel                 
  <PAGE>        
                                SCHEDULE I
  
                 Principal Amount of Notes to be Purchased
  
  NAME AND ADDRESS                              PRINCIPAL AMOUNT
  OF PURCHASER                                  OF NOTES
  
  Principal Mutual Life Insurance Company       $30,000,000 
  711 High Street
  Des Moines, Iowa  50392
  
  All notices with respect to the Note, except with respect to
  payment, should be sent to:
  
       Principal Mutual Life Insurance Company
       711 High Street
       Des Moines, IA  50392-0800
       Attn:     Investment Department-Securities Division
                 Reference:  Bond No. 1-B-60636
  
  All notices with respect to payments on the Note should be sent
  to:
  
       Principal Mutual Life Insurance Company
       711 High Street
       Des Moines, IA  50392-0960
       Attn:     Investment Department-Accounting & Treasury
                 Reference:  Bond No. 1-B-60636
  
  All payments with respect to the Note are to be by bank wire
  transfer of immediately available funds to:
  
            Norwest Bank Iowa, N.A.
            7th and Walnut Street
            Des Moines, Iowa  50309
            ABA No. 073-000-228
            For credit to:
            Principal Mutual Life Insurance Company
            Account #014752
            Reference:  OBI *07*S*60636@
  
  
  Tax ID #42-0127290 
  <PAGE>
                                 ANNEX I
  
  
                       SUBSIDIARIES OF THE COMPANY
  
  
  
                                                              PERCENTAGE OF 
                                                              VOTING STOCK
  NAME OF         JURISDICTION OF    QUALIFIED TO             OWNED BY
  SUBSIDIARY      INCORPORATION      DO BUSINESS IN           COMPANY
  ----------      ---------------    --------------           --------------
  
  Casey's Services      Iowa         Iowa, Illinois,           100%
  Company                            Missouri,
                                     Kansas, Minnesota,
                                     Wisconsin, Indiana,
                                     South Dakota,
                                     Nebraska
  
  
  
  
  Casey's Marketing    Iowa          Iowa, Missouri,           100%
  Company                            Wisconsin,
                                     Indiana
  
  <PAGE>
  
                                    ANNEX II
  
  
                             EXISTING INDEBTEDNESS*
  
  
  </TABLE>
  <TABLE>
  <CAPTION>
  
  PAYABLE TO                              AMOUNT
  <S>                                     <C>
  Donald Nielsen                          $75,745.81
  Peoples Trust Indianola                 $3,333,333.20
  Iowa State Bank                         $290,884.78
  Jerry D. Stone                          $211,178.49
  Unisys Finance & Leasetec Corp.         $2,096,775.32
  Bank Service Department                 $19,621.35
  Jetter                                  $6,166.58
  Sterling                                $1,763.34
  Newman                                  $5,681.12
  Christenson                             $47,011.84
  Douglas                                 $95,719.05
  Stewart                                 $114,259.26
  Nanco                                   $68,848.98
  Douglas                                 $45,006.40
  Carlson                                 $98,733.29
  Bank Service Department                 $67,899.88
  Walthal                                 $99,967.23
  Walthal                                 $95,126.02
  Evans                                   $93,755.58
  King                                    $97,600.90
  Haynes                                  $67,957.85
  Haynes                                  $67,957.85
  Haynes                                  $67,957.85
  Edel-Gerlock                            $69,465.18
  Starburst, Inc.                         $93,318.57
  Starburst, Inc.                         $84,987.39
  Four M. Dev.                            $92,411.02
  Hamville, Inc.                          $93,413.53
  Hamville, Inc.                          $87,838.81
  Hamville, Inc.                          $93,413.53
  Canyon Co.                              $90,627.23
  Wagner                                  $103,134.39
  <PAGE>
  Wagner                                  $100,269.75
  Carsrud, Inc.                           $112,074.77
  Carsrud, Inc.                           $112,074.77
  Carsrud, Inc.                           $112,074.77
  Neymeyer                                $83,156.66
  Stone                                   $205,575.39
  Huff                                    $131,588.17
  Huff                                    $164,485.26
  Huff                                    $164,485.26
  Huff                                    $164,485.26
  Jungman Oil                             $118,468.28
  West Bend Serv                          $138,493.22
  J. & V. Klemm                           $131,705.64
  R. & D. Sellon                          $158,534.86
  Jon Proehl                              $158,534.86
  Jon Proehl                              $137,691.71
  Jon Proehl                              $140,640.08
  Casey's Ltd.                            $168,767.99
  Casey's Ltd.                            $168,767.99
  Casey's Ltd.                            $168,767.99
  J. & K. Cahail                          $168,767.99
  J. & K. Cahail                          $84,384.09
  J. & K. Cahial                          $168,767.99
  Doco Ltd.                               $164,775.01
  Donald Peck                             $150,429.31
  Demico Corp.                            $135,254.40
  Demico Corp.                            $150,338.42
  Sully Ent.                              $109,898.71
  Logli                                   $120,213.03
  Principal Financial                     $14,353,674.96
  7.70% Senior Notes                      $27,750,000.00
  Jaak, Inc.                              $97,155.06
  United Missouri Bank                    $61,294.38
  United Missouri Bank                    $6,562,500.00
  Norwest Bank Iowa                       $2,750,000.00
  
                                          $63,645,657.65
  </TABLE>
  *  As of November 30, 1995
  <PAGE>
                               ANNEX III
  
  
                          DESCRIPTION OF LIENS*
  
  <TABLE>
  <CAPTION>
  
  PAYABLE TO:                 BALANCE           PROPERTY ADDRESS
  <S>                         <C>               <S>
  Donald Nielsen              $75,745.81        339 S. Lincoln
                                                West Point, NE  68788
  
  Iowa State Bank             $290,884.78       110 NE 2nd Street
                                                Earlham, Iowa   50072
  
                                                State Street
                                                Dexter, Iowa   50070
  
                                                613 1st Street
                                                Redfield, Iowa   50233
  
  Jerry D. Stone              $211,178.49       509 State Street
                                                Guthrie Center, Iowa     50115
  
                                                119 Spruce
                                                De Soto, Iowa   50069
  
                                                E. 3rd & Main
                                                Panora, Iowa   50216
  
  Principal                   $14,353,674.96    Corporate Headquarters
  Financial                   --------------    Ankeny, Iowa   50021
  
                              $14,931,484.04
  
  
  
  </TABLE>
  *  As of November 30, 1995
  <PAGE>
                                  ANNEX IV
  
  
                            SCHEDULE OF INSURANCE
  
  
  
                                 SELF-INSURANCE
  
  I.   Workers' Compensation
       -    As set forth in this Annex IV, the Company self-insures
            its Workers' Compensation coverage for the states of Iowa,
            Missouri, and Kansas.  Iowa has a $350,000 retention level and
            both Missouri and Kansas have a $275,000 retention level.  Excess
            insurance has been purchased for each state over those retention
            levels.
  
  II.  Property Coverage
       -    Outside of the scheduled property locations described
            in this Annex IV, all Company locations are self-insured.
  
  III. Physical Damage
       -    All of the physical damage to the Company's automobile
            and truck fleet is self-insured.
  
  
  
                              INSURANCE SUMMARY
  
  
                                   Attached
  <PAGE>
                               Insurance Summary
                                   Prepared
                                     For
  
                         CASEY'S GENERAL STORES, INC.
  
  
  
  
  
  
  
  
  
  
  
  
  
                           Presented By:  
       
                                 Roger A. Hoyt, CPCU, ARM
                                 Michael L. McCoy, CIC
                                 Gary Nordquist, CPCU
                                 Account Executives
                                 LaMair-Mulock-Condon Co.
                                 September 1995
       
  
  
  This is a general description of the policies.  It is not
  intended to replace the insurance contract.  Please refer to the
  actual policy for contractual wording and coverage provisions. 
  In the event of any differences or ambiguities between the above
  and the policy wording, the policy wording shall prevail.
  <PAGE>
                           CASEY'S GENERAL STORES
  
  
  NAMED INSUREDS
  
  1.   Casey's General Stores, Inc.
       
  2.   Casey's General Stores, Inc. - Construction Division and
       Consolidated Building Systems, Inc.
       
  3.   Broadway Distributing Co., A Partnership
       
  4.   Tri-State Stores, Ltd.
       
  5.   Impact Stores Corp.
       
  6.   Centurion Sales Company, Inc.
       
  7.   Casey's Lease Plan Company, A Partnership
       
  8.   Amended and Restated Casey's General Stores, Inc. Employee
       Profit Sharing and Stock Ownership Plan & Trust
       
  9.   Casey's Services Company
       
  10.  Casey's Marketing Company
       
  11.  The Named Insured includes all subsidiaries, affiliated,
       associated, controlled or allied companies, corporation or firms
       as now or hereafter constituted for which the Named Insured has 
       responsibility for placing insurance and for which similar
       coverage is not otherwise more specifically provided.  GL - AL -
       WC - Aviation - Lead UL
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                          Real & Personal Property           
  
  INSURANCE CO:  Federal Insurance Co. (Chubb) 
  POLICY PERIOD: 7-1-95/96
  
  PREMISES INSURED
  
  Per attached schudule - Retail Stores (Items 6 through 32) on
  schedule are subject to a $250,000 Deductible.  All other retail
  stores are self-insured.
  
  PROPERTY COVERED
  
  Real & Personal Property per the attached schedule.  Excludes
  underground tanks and their contents.  Refer to policy for
  additional property excluded.
  
  AMOUNT OF INSURANCE
  
  Per attached statement of values
  Blanket Loss Limit per occurrence - $31,500,000
  
  SUB-LIMITS
  
  Vehicle Property Damage - $4,500,000 On Premises - Loc. 1 & 2
  Only
  Flood - $10,000,000 Per Occurrence and Aggregate -  Loc. 1 & 2 -
          Endt. #3
  Flood - $1,000,000 Per Occurrence and Aggregate - Loc. 3
  Earthquake - $10,000,000 Per Occurrence and Aggregate - Loc. 1 &
          2 - Endt. #2
  Earthquake - $1,000,000 Per Occurrence and Aggregate - Loc. 3
  Newly Acquired Property - $1,000,000 Real Property 60 Days
          Reporting
          $   250,000 Personal Property 
  Unscheduled Location - $250,000 30 Days Reporting
  Transit - $100,000 Per Unit/$250,000 Per Occurrence.  
          $1,000 in custody salespeople or shipped by U.S. Mail - 
          Registered Mail Only
  Exhibition Floater - $100,000
  Extra Expense - $1,000,000 Ankeny Only - 50% Monthly Limitation -
          Endt. #20
       $ 50,000 All Other
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                     Real & Personal Property (Cont.)
  
  Accounts Receivable - $1,000,000
  Valuable Papers - $1,000,000
  Builders Risk - $500,000 Any one site.  $100,000 In Transit -
       Endt. #1
       $500,000 Aggregate Per Occurrence
  Debris Removal
       Scheduled Locations - 20% of Loss + Deductible + $250,000
       Maximum
       180 Day Reporting Requirement
       Unscheduled Locations - $25,000
  Pollution Clean Up - $25,000 Per Occ./$50,000 Agg - 180 Day
       Reporting Requirement
  Consequential Loss/Service Interruption - $50,000 Direct Damage
       -Endt #19
            $25,000 Extra Expense  Inc. 1,000,000 for Loc 1 & 2*
            $1,500,000 Direct Damage at Loc. 1& 2 
            Including Boiler & Machinery Breakdown*
  Fire Department Service Charges - $10,000
  Inventory or Appraisal - $10,000
  International Air Shipments - $25,000
  
  *Correction Requested
  
  PERILS INSURED
  
  All Risk - Subject to exclusions, terms & conditions
  
  COINSURANCE CLAUSE
  
  N/A
  
  DEDUCTIBLE -ENDT. # 18
  
  Loc. 1-5  $    10,000
  Other Locations - Retail Stores    $     250,000
  Flood & Earthquake  $    25,000
  Transit & Exhibition Floater  $         5,000
  Shipments via Registered Mail $            500
  Builders Risk  $    10,000
  <PAGE>
                      CASEY'S GENERAL STORES, INC.
  
                    Real & Personal Property (Cont.)
  
  VALUATION
  
  EDP Hardware - Replacement Cost
  EDP Software - Reproduction Cost
  Valuable Papers - Reproduction Cost
  Real Property - Replacement Cost Including Building    Ordinance
      Coverage
  Finished Stock - Selling Price
  Personal Property of Others - Legal Liability plus your cost of
      labor & material
  All Other - Replacement Cost
  
  TERMS & CONDITIONS
  
  1.   Agreed Amount Included in Form
  2.   Unintentional Errors and Omissions - Included in Form
  3.   90 Day Notice of Cancellation - Endt. #8
  4.   Broad Form Named Insured Endorsement - Endt. #18
  5.   Brands & Labels - Endt. #9
  6.   Boiler & Machinery Perils Included - Endt. #11
  
  NOTED CONDITIONS
  
  Non-Reporting
  Contractors Equipment Exclusion - Endt. #6
  Liability of Motor Carrier Exclusion - Endt. #6
  Warehousmen's Liability - Endt. #6
  Inflatable structure and their contents excluded - Endt. #6
  Underground Tanks and their contents excluded - Endt. #6
  Note Vacancy Provisions - No coverage for freezing or leakage if
  heat is not maintained.  No coverage for vandalism or theft if a
  burglary alarm system is not maintained. 
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                       CASEY'S GENERAL STORES
  <TABLE>
  <CAPTION>
  LOC.   DESCRIPTION                   BUILDING       CONTENTS      STOCK
  <C>    <S>                           <C>            <C>           <C> 
  1.     One Convenience Blvd,         $15,419,753    $6,074,723    8,411,244
         Ankeny, Iowa
  2.     R One Convenience Blvd,       Incl. in #1    Incl.         Incl. in #1
         Ankeny, Iowa
  3.     Adam Street & Commerce Rd,    215,195        226,248       265,263
         Creston, Iowa
  4.     1277-99 NE Broadway,          200,000        N/A           N/A
         Des Moines, Iowa
  5.     R1277-99 NE Broadway,         Incl. in #4    N/A           N/A
         Des Moines, Iowa
  * 6.   600 N. Walnut, Carroll, IA    40,000         Nil           Nil
  * 7.   511 23rd Ave.,                40,000         Nil           Nil
         Council Bluffs, Iowa
  * 8.   Hwy 218, Nashua, IA 50658     40,000         Nil           Nil
  * 9.   902 Fairground,               40,000         Nil           Nil
         Higginsville, MO
  * 10.  Hwy 137, Eddyville, IA 52553  40,000         Nil           Nil
  * 12.  1011 E. Chaperal,             40,000         Nil           Nil
         Columbia, MO
  * 13.  4008 W. Broadway,            129,000         Nil           Nil
         Columbia, MO
  * 14.  I-44 East Bus Loop,           40,000         Nil           Nil
         Mt. Vernon, MO
  * 15.  East Broadway & Walnut,       40,000         Nil           Nil
         Ashland, MO
  * 16.  1430 Grant St.,               65,000         Nil           Nil
         Bettendorf, IA
  * 17.  Highway 24 & B Avenue,        40,000         Nil           Nil
         Lewistown, IL
  * 18.  2112 Main St.,                40,000         Nil           Nil
         Lexington, MO
  * 19.  1522 S 6th St.,              126,500         Nil           Nil
         Beatrice, NE
  * 20.  308 S Oak St.,               146,000         Nil           Nil
         California, MO
  * 21.  301 Main St.,                146,000         Nil           Nil
         Steelville, MO
  * 22.  826 Park, Sheldon, IA        121,800         Nil           Nil
  * 23.  416 N Pine St., Lennox, SD   129,000         Nil           Nil
  PAGE>
  LOC.   DESCRIPTION                  BUILDING        CONTENTS      STOCK
  <C>    <S>                          <C>             <C>           <C>
  * 24.  102 Loren St.,               130,000         Nil           Nil
         Washington, IL
  * 25.  Main St. & Hwy 20, Alden, IA 125,000         Nil           Nil
  * 26.  1325 Kearney Road,           Nil             Nil           Nil
         Excelsior Springs, MO
  * 27.  410 W Main St., Richmond, MO Nil             Nil           Nil
  * 28.  400 W Washington,            Nil             Nil           Nil
         Mt. Pleasant, IA
  * 29.  121 Main St., Maxwell, IA    167,000         Nil           Nil
    30.  2860 NE 46th & Broadway,     350,000         Incl.         Nil
         Des Moines, IA
  * 31.  Casey's Suite - Hall of Fame
         Knoxville Raceway,           Nil             $10,000       Nil
         Knoxville, IA
                      
  * 32.  4560 NE 14th St., Des Moines, IA
         Gena Lamberti Trust          600,000         Nil           Nil
                      
       *  $250,000 DEDUCTIBLE APPLIES AT LOCATIONS #6 THROUGH #32
           (Except Loc 30 has a $10,000 ded.)
  </TABLE>
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                                 Fine Arts
  
  INSURANCE CO:   Federal Insurance Co. (Chubb)     
  POLICY PERIOD:   7-01-95/96   POLICY #:   50514
  
  PREMISES INSURED
  
  Anywhere within coverage territory.
  
  TERRITORY
  
  Anywhere within or in transit within & between, the continental
  limits of the United States of America, Hawaii, Puerto Rico and
  Canada.
  
  PROPERTY COVERED
  
  Scheduled Fine Arts
  
  AMOUNT OF INSURANCE
  
  Per attached schedule
  
  PERILS INSURED
  
  Risk of Direct Physical Loss subject to policy terms, conditions
  & exclusions.
  
  DEDUCTIBLE
  
  $2,500
  
  VALUATION
  
  Agreed Value Per Schedule
  
  COINSURANCE
  
  Nil
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                             Fine Arts Schedule
  
  <TABLE>
  <CAPTION>
  DESCRIPTION                             SERIAL NUMBER        VALUE
  <S>                                     <C>                  <C>
  Quantum Physics                         1990                 $25,000
  
  Casey's Trio                            1990                 $75,000
  
  Children Playing (Bronze)                                    $75,000
  
  Casey's Village (Jo Myers Walker)                            $25,000
  
  Horse & Rider (Remington)                                    $5,000
  
  Miscellaneous Fine Arts Items                                $10,000
  
                                                TOTAL          $215,000
  </TABLE>
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                           General Liability
  
  INSURANCE CO:   St. Paul Fire & Marine Ins. Co.    
  POLICY PERIOD:   7-1-95/96
  <TABLE>
  <CAPTION>
  LIMITS OF LIABILITY LIMITS*
      <S>                                      <C>            <S>
  A)  Bodily Injury and Property Damage        $    750,000   Per Occurrence
  B)  Personal Injury & Advertising Injury     $    750,000   Per Person
  C)  Medical Payments                         $      5,000   Per Person
  D)  Fire Legal                               $    750,000   Per Fire
      General Aggregate on A, B, C & D         $  2,750,000   
      Products & Completed Operations             
      Hazard Aggregate                         $  1,750,000   
  </TABLE>
  *  Limits are excess of $250,000 SIR
  
  SELF-INSURED RETENTION 
  $    250,000   Each Event
  $    250,000   Each Person - Advertising/Personal Injury
  $  3,100,000   Aggregate Retention Combined with Auto Liability &
                 Workers' Compensation
                 (Adjustable based on 13.96% of W.C. Payroll -
                 $22,200,831 Estimated payroll)  
  
  SIR is satisfied by damages, additional payments & legal expenses
  
  DEFENSE COST
  
  Right, Not Duty - Unless St. Paul believes Total Damages,  
                    Additional Payments and Legal Expenses are > than $250,000 
                    then Right and Duty.
  In addition to Limits
  Satisfy SIR
  No Pro-Rating
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                          General Liability (Cont.)
  
  SETTLEMENT AUTHORITY
  
  1.   Casey's Permission Required for all Settlements and Expenses
       < than $250,000 if St. Paul believes potential Total Injury &
       Damage amount will not exceed the SIR.
  
  2.   St. Paul to consult with Casey's prior to settling any suit
       > than $250,000.
  
  COVERAGES
  
       Premises Operations 
       Independent Contractors
       Products & Completed Operations
  **   Liquor Liability
  
  **  Correction Requested
  
  SPECIAL CONDITIONS
  
  1.   General Aggregate Applies Per Location
  2.   Additional Insureds - Managers or Lessor's of Premises - Per
       attached schedule
  3.   Additional Insured - Described Persons or Organization - Per
       attached schedule
  4.   Fellow Employee - Managers & Supervisors and/or Executive
       Officers - BI & PI
  5.   Employment Related Practices Exclusion
  6.   Engineer's Professional Liability Endorsement
  7.   Knowledge of Occurrence
  8.   Unintentional Failure to Disclose Hazards - Included in
       General Conditions
  9.   90 Day Notice of Cancellation
  10.  Contract Liability Endorsement - PI & AI
  11.  Products On Your Premises
  12.  Described Premises Exclusion - DMACC Store
  13.  Watercraft Endorsement - Owned Watercraft < than 50'
  14.  Broad Form Named Insured
  15.  Amendment of Bodily Injury Definition
  <PAGE>
                      CASEY'S GENERAL STORES, INC.
  
                        General Liability (Cont.)
  
  
  16. Employees as Protected Persons
  17. Volunteer Workers included as Insured Persons
  18. Wrongful Delivery at Liquid Products Liability - Change ordered
   
  
  PREMIUM BASIS
  
  Composite Rating Applies -       .188/1,000   of Receipts
                              $   862,650,000   Receipts
                              $       162,178   Premium
                              $       122,524   Minimum Premium
                      
  
  Refer to policy for further Terms, Conditions, Exclusion &
  Limitations.
  <PAGE>
  
                       CASEY'S GENERAL STORES, INC.
  
                               Automobile
  
  INSURANCE CO:   St. Paul Fire & Marine Ins. Co.      
  POLICY PERIOD:   7-1-95/96
  <TABLE>
  <CAPTION>
  LIMITS OF LIABILITY
  <S>                            <C>               <S>
  Bodily Injury and              $  1,000,000      Each Occurrence
  Property Damage                                  Combined Single Limit
  
  PIP                            Statutory 
  
  Medical Payments               $      2,000      Each Person
                 
  Uninsured/
  Underinsured Motorist          $  1,000,000      Each Accident
                 
  Comprehensive                  No Coverage    
            
  Collision                      No Coverage    
  </TABLE>
  DEDUCTIBLE
  
  1)  $250,000    Each Accident
  2)  $3,100,000  Aggregate Retention Combined with General
                  Liability & Workers' Compensation
  
  3)  Adjustable based on 13.96% of W.C. Payroll - $22,200,831
      Estimated Payroll.
  4)  Policy Limits are Reduced by Deductible Payments.  
      Deductible Payments for Additional Payments will not 
      Reduce Policy Limits.
  
  DEFENSE COSTS
  
  Satisfy Deductible
  Provided in Addition to Limit
  <PAGE>
                     CASEY'S GENERAL STORES, INC.
  
                          Automobile (Cont.)
  
  SPECIAL CONDITIONS
  
   1)  Hired and Non-Owned Auto Coverage - No Coverage for Hired
       Auto Physical Damage
   2)  Fellow Employee Exclusion Deleted
   3)  Pollution Liability Broadened Coverage for Owned Autos
   4)  Additional Insured - UNO-Ven Company
   5)  90 Day Notice of Cancellation
  *6)  Executive Officers as Insureds
  *7)  Employees as Insureds
   8)  Prejudgment Interest
   9)  Knowledge of Occurrence
   10) Unintentional Failure to Disclose Hazards - Included in
       General Conditions
   11) Broad Form Named Insured
  *12) Volunteers as Insureds
   13) Gas Pump Endorsement
  
  *Correction Requested
  
  PREMIUM BASIS
  
  Composite Rating Applies - 170.47/Power Unit - 250 Power Units - 
  $42,618 Premium
  Minimum Premium - $42,212
  
  FILLINGS
  
  Form F - Bodily Injury & Property Damage - IL, KS, MN, NE, SD, MO, IA
  MSC - 90
  
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                                   Crime
  
  INSURANCE CO:    USF&G             
  POLICY PERIOD:   7-1-95/96         POLICY #: 20-0060-11-48-92-0
  
  <TABLE>
  <CAPTION>
  COVERAGES                             LIMIT           DEDUCTIBLE          
  <S>                                   <C>             <C>
  Employee Dishonesty                   $ 1,000,000     $    2,500
  
  Money and Securities - Inside         No Coverage         
  
  Money and Securities - Outside        No Coverage   
  
  Forgery & Alterations                 No Coverage         
  
  Computer Fraud                        No Coverage         
  
  Computer Crime                        No Coverage         
  
  Kidnap & Ransom - Extortion           No Coverage         
  
  </TABLE>
  SPECIAL CONDITIONS
  
  1.  ERISA Compliance
  2.  90 Day Notice of Cancellation
  3.  Applies to Ankeny corporate headquarters only.  
      Retail stores are self-insured
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                                 Aviation
  
  INSURANCE CO:   National Union Fire Ins. Co. (AIG)          
  POLICY PERIOD:  7-1-95/96     POLICY #:    AV322-74-93-02
  
  
  I.  AIRCRAFT INSURED
  
  1.   1983 Cessna 182RG FAA# N6188T
  2.   1979 Citation 501 FAA# N2648X
  
  II.  APPROVED PILOTS
  
  Cessna -    Ron Lamb
              Don Lamberti (Requested - Not Yet Received)
  Citation -  Thomas A. Holmer
  
  III.  OPEN PILOT WARRANTIES
  
  1.   Cessna  - Any Pilot with a private or commercial certificate
                 & single engine land & instrument ratings having 750 
                 logged pilot In command hrs. of which 100 hrs. are 
                 logged in aircraft having retractable landing gear & 
                 50 hrs. are logged in a Cessna 182RG model aircraft.
            
  2.   Citation -   Any commercial or airline transport rated
                    pilot with multi-engine and instrument rating properly
                    certificated by the FAA having a minimum of 3,000 logged 
                    pilot in command hours, 1,500 hours of which have been 
                    in multi-engine aircraft, 500 hours in turbine powered 
                    aircraft, including not less than 100 hours in Cessna 
                    Citation 501 model aircraft and has successfully 
                    completed a full motion type simulator based training 
                    school for the make and model aircraft insured.
  <PAGE>
                          CASEY'S GENERAL STORES, INC.
  
                                Aviation (cont.)
  
  IV.   BODILY INJURY & PROPERTY DAMAGE LIABILITY, MEDICAL   
        PAYMENTS       
  
  A)*   Limits - Bodily Injury & Property Damage - 
        Including Passengers:  $10,000,000 Each Occurrence
  
       Medical Payments - Including Crew:  $  3,000 Each Person
                                           $12,000 Each Occurrence - Cessna
                                           $21,000 Each Occurrence - Citation
  
  B)   Deductibles: Nil
       
  C)   Usage - Business & Pleasure - No Hired Charters Allowed.
       Reimbursement of Expenses Permitted.
       
  * Correction Ordered
  
  V.  PHYSICAL DAMAGE
  
  A.  HULL VALUE
  
       1.   Cessna 182RG - Self-Insured
       2.   Citation 501 - $1,475,000
  
  B.  PERILS INSURED
  
       1.   All-Risk, Not in Motion
  
  C.  VALUATION
  
       1.   Partial loss - Cost to repair with material of like
            kind & quality.  Excluding overtime labor plus the cost of the
            least expensive means of transporting the replacement parts.
  
       2.   Total loss - The Insured Hull Value
  <PAGE>
                          CASEY'S GENERAL STORES, INC.
  
                                Aviation (cont.)
  
  D.  COINSURANCE
  
       Nil
  
  E.  DEDUCTIBLE
  
       $500 - Nil
  
  F.  NON-OWNED PHYSICAL DAMAGE
  
       Not Included
  
  V.  ENDORSEMENTS                     BROAD COVERAGE ENDT 
  
  *    Non-Owned Liability             Territory - Western Hemisphere - 
       Employees as Insureds Premises  excl. Cuba -
                                       Premises Liability
  *    Fellow Employee                 Baggage - 5,000 - Excl. Charter/Air      
                                       Taxi
  *    Contractual Liability           Hangors - 100,000
  *    Foreign Coverage                Products
  *    Personal Injury                 S & R - 25,000
  *    Guest Voluntary Settlement      Foam - 2,500
  *    Breach of Warranty              Auto Inc. Hull - 25%, 2,000,000 max.
  *    Waiver of Subrogation                            30 day notice
       Broad Form Named Insured        Airworthiness Cert. Excl. deleted
       60 Day Notice of Cancellation   Unearned Premium & Physical Damage 
  *    Time Element                             Total Loss 
                                       Excl. Charter/ Air Taxi  
  *    Corrections Requested
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                           Workers' Compensation
  
  INSURANCE CO:    St. Paul Fire & Marine Ins. Co.      
  POLICY PERIOD:  7-1-95/96
  
  COVERAGE A
  
  Statutory - In the states of IL, MN, NE, & SD
  
  COVERAGE B - EMPLOYER'S LIABILITY
  
  $    1,000,000   Each Accident
  $    1,000,000   Disease - Policy Limit
  $    1,000,000   Disease - Each Employee
  
  EXPERIENCE MODIFICATION
  
  1.87 - Preliminary
  
  ENDORSEMENTS
  
  Foreign Coverage Endorsement
  Notification of Change in Ownership Endorsement
  USL&HW
  Voluntary Comp.
  FELA
  Broad Form Named Insured Endorsement
  90 Days Notice of Cancellation
  Ohio Employers Liability Endorsement
  Stop Gap Employers Liability - NV, ND, WA, WV, WY & OH
  Knowledge of Occurrence
  Deletion of Employers Liability Exclusion for membert of Flying
  Crew
  
  PREMIUM BASIS
  
  Per the attached schedule
  <PAGE>
                           CASEY'S GENERAL STORES, INC.
  
                          Workers' Compensation (cont'd)
  
  DEDUCTIBLE
  
  $  500,000     Each Occurrence
  $  500,000     Each Claim for Disease
  $3,100,000     Aggregate Retention Combined with Auto Liability &
                 General Liability (Adjustable based on 13.96% of W.C. 
                 Payroll - 22,200,831 Estimated payroll)
  
  Deductible is applicable to Claim Settlement & Allocated Loss
  Adjustment Expense.
  
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                      Workers' Compensation Schedule
  
  <TABLE>
  <CAPTION>
  CLASSIFICATION                      CLASS CODE     PAYROLL
  <S>                                 <C>            <C>
         Illinois     
  
  Electric Wiring - 
  Within Building & Drivers           5190           $     200,210
                 
  Contractor-Executive Supervisor 
  Construction Superintendant         5606           $     184,309
                 
  Drivers, Chauffeurs and their 
  Helpers Noc                         7380           $     490,900
                 
  Grocery Dealer - Retail & D         8006           $  14,900,904
                 
  Salespersons - Outside              8742           $     810,658
                 
                 
        Minnesota               
                 
  Electric Wiring - Within Building 
  & Drivers                           5190           $      35,423
                 
  Drivers, Chaufeurs and their 
  Helpers Noc                         7380           $      34,900
                 
  Grocery Dealer - Retail & D         8006           $   1,725,623
                 
  Salespersons - Outside              8742           $     125,090
                 
                 
        Nebraska           
                 
  Drivers, Chaufeurs and their 
  Helpers Noc                         7380           $      55,000
                 
  Grocery Dealer - Retail & D         8006           $   2,001,024
                 
  Salespersons - Outside              8742           $      99,604
  
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                   Workers' Compensation Schedule (con't)
  
  
  CLASSIFICATION                      CLASS CODE     PAYROLL
  
        South Dakota            
                 
  Electric Wiring - Within Building 
  & Drivers                           5190           $    43,942
                 
  Grocery Dealer - Retail & D         8006           $ 1,320,620
                 
  Salespersons - Outside              8742           $   172,624
  </TABLE>
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                       Excess Workers' Compensation
  
  INSURANCE CO:    National Union Fire Ins. Co.     
  POLICY PERIOD:    7-1-95/96   POLICY #: 415 66 67
  
  LIMITS OF LIABILITY
  
  Workers' Compensation -  Statutory
  Employers' Liability -   $1,000,000    Each Accident
                           $1,000,000    Policy Aggregate - Disease 
                           (Including Defense Costs)
  
  SELF-INSURED RETENTION
  
  Specific Excess -   Iowa -    Each Accident       $350,000
                      Disease - Each Employee       $350,000
                      KS/MO -   Each Accident       $275,000
                      Disease - Each Employee       $275,000
  
  Aggregate Excess - Not Applicable - No Aggregate Coverage
  
  RATE
  
  0.100/100 of payroll, Minimum Premium - $58,000
  
  STATES INSURED
  
  IA, KS, & MO
  
  OTHER STATES COVERAGE
  
  No Coverage
  
  USL&HW
  
  No Coverage
  
  OTHER FEDERAL ACTS
  
  No Coverage
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                      Excess Workers' Compensation (Cont.)
  
  
  VOLUNTARY COMPENSATION
  
  Coverage Included
  
  DEFENSE COST
  
  1.   Right, not Duty to Defend
  2.   Defense cost satisfy retention & are included within limits
  3.   Defense cost includes Allocated Loss Adjustment Expense.
  
  CLAIM REPORTING REQUIREMENTS
  
  50% of SIR or Scheduled Injury
  
  PAYMENT BASIS
  
  Indemnity
  
  AIRCRAFT COVERAGE
  
  Limited to scheduled aircraft only:
  *  1987 Piper Malibu
     1983 Cessna 182RG
     1979 Citation 501
  60 Day Notice Required for Newly Acquired Aircraft.
  
  * Deletion of the Malibu requested not yet received
  
  CANCELLATION
  
  90 Days Notice
  
  NOTED CONDITIONS
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                         Lead Umbrella Liability
  
  INSURANCE CO:    National Union Fire Ins. Co.     
  POLICY PERIOD:  7-1-95/96     POLICY #:    BE309-41-73
  <TABLE>
  <CAPTION>
  LIMITS OF LIABILITY 
       <C>                 <S>
       $    25,000,000     Each Occurrence
            25,000,000     P/CO Aggregate
            25,000,000     General Aggregate - Not incl. Auto Liab.
  </TABLE>
  RETENTION LIMIT
  
  $10,000
  
  RATE
  
  Flat Charge
  
  SPECIAL CONDITIONS
  
  Pollution Exclusion
  Cross Suits Endorsement
  MCS 90 Endorsement
  90 Day Notice of Cancellation
  Broad Form Named Insured
  
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                           CASEY'S GENERAL STORES, INC.
  
                             Lead Umbrella Liability
  
                           * Required Underlying Limits
  <TABLE>
  <CAPTION>
  AUTO LIABILITY           
  <S>                        <C>                 <C>
                             $    1,000,000      CSL
  
  GENERAL LIABILITY   
  
  Each Occurrence:                  750,000      X/S  250,000 SIR
  PI & AI:                          750,000      X/S  250,000 SIR
  P. & CO. Aggregate:             1,750,000      X/S  250,000 SIR
  General Aggregate:              2,750,000      X/S  250,000 SIR
  Liquor Liability:                 750,000      X/S  250,000 SIR
  
  EMPLOYERS LIABILITY           
  
  IL, MN, NE & SD               
  Each Accident:                  1,000,000 
  Disease - Each Employee:        1,000,000 
  Disease - Policy Aggregate:     1,000,000 
  
  * EMPLOYERS LIABILITY    
            
  IA, KS, MO               
  Each Accident:                  1,000,000 
  Disease - Policy Aggregate:     1,000,000 
  
  AVIATION LIABILITY            
  
  Each Occurrence:               10,000,000       CSL
  </TABLE>
  * Correction requested
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                        Excess Umbrella Liability
  
  INSURANCE CO:  Cincinnati Insurance Co.    
  POLICY PERIOD: 7-1-95/96      POLICY #: EXL 4383722
  
  LIMITS OF LIABILITY           
  
       $    25,000,000     Each Occurrence
       $    25,000,000     Aggregate - As defined by the Lead
  Umbrella Policy
  
  REQUIRED UNDERLYING LIMITS OF LIABILITY
  
  Lead Umbrella Liability  $    25,000,000   Per Occurrence
                           $    25,000,000   Annual Aggregate
  
  RATE
  
  Flat Charge
  
  SPECIAL CONDITIONS
       
    1. Absolute Pollution Exclusion
  * 2. 90 Day Notice of Cancellation 
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  
  
  * Correction Requested
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                           Fiduciary Liability
  
  INSURANCE CO:  Cincinnati Ins. Co.      
  POLICY PERIOD: 10-1-93/96
  
  NAMED INSURED
  
  1.   Sole Sponsor of Designated Plan's
  2.   Past, present or future directors, officers or employees of
       the sole sponsor while acting as fiduciary
  3.   Estates, heirs and legal reprsentatives of #2 above
  
  LIMITS OF LIABILITY
  
  1.   Trustee & Fiduciary Liability - $5,000,000 per claim & aggregate
  2.   Employee Benefit Liability - Included
  
  SIR/DEDUCTIBLE
  
  - 0 -
  
  DESIGNATED PLANS
  
  1.   Casey's General Stores, Inc. 401K Plan
  2.   Casey's General Stores, Inc. Employee Stock Ownership Plan - ESOP
  3.   Casey's General Stores, Inc. Group Health Insurance Plan
  4.   Casey's General Stores, Inc. Company Paid $10,000 Term Life
       Insurance Plan
  5.   Casey's General Stores, Inc. Company Paid $50,000 Term Life
       Insurance Plan
  6.   Casey's General Stores, Inc. Company Flexible Spending Program
  7.   Casey's General Stores, Inc. Company Long Term Disability Plan
  
  RETROACTIVE DATE
  
  Not Applicable.  Excludes Wrongful Acts committed prior to policy
  inception date of which the insureds have knowledge.
  
  DISCOVERY PERIOD
  
  12 months - 30% additional premium - Insurers cancellation or
  non-renewal.
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                        Fiduciary Liability (Cont.)
  
  OMNIBUS ENDORSEMENT
  
  Not included.  Includes all future plans subject to 60 day
  written notice.
  
  NON-PECUNIARY DAMAGES
  
  Silent
  
  WAIVER OF RECOURSE
  
  Silent
  
  DEFENSE COST
  
  Included within Limits
  Right not Duty
  
  SPECIAL CONDITIONS
  
  Financial Review Endorsement
  20% Civil Penalty Endorsement
  90 Day Notice of Cancellation
  30 Day Notice Required - Reporting of Claims
  Discovery Period Included
  Non-Imputation - Exclusions Only
  Amendatory Endorsement - Bill Walljasper as Ins. rep.
  
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  <PAGE>
                      CASEY'S GENERAL STORES, INC.
  
                      Directors & Officers Liability
  
  INSURANCE CO:    Cincinnati Ins. Co.    
  POLICY PERIOD:   10-1-95/96
  
  NAMED INSURED
       
  1.   Casey's General Stores, Inc.
  2.   All subsidiaries of which Casey's owns in excess of 50% of
       the stock.
  3.   Newly Acquired/Created Subsidiaries - 60 Day Notice
  4.   Past, current & future Directors & Officers of the above.
  
  LIMITS OF LIABILITY
       
  1.   Directors & Officers Liability - $10,000,000 Per Claim &
       Aggregate
  2.   Company Reimbursement - Included
  
  RETENTION
  
  Per Director or Officer - 0 per loss
  Maximum all Directors or Officers - 0 aggregate
  Corporate Reimbursement - $100,000 per loss
  
  COINSURANCE
  
  None
  
  RETROACTIVE DATE
  
  None - Application warrants no known claims - excepting specific
  matter exclusion.
  
  DISCOVERY PERIOD
  
  90 Days - 30% additional premium - Insurer cancellation or
  non-renewal
  
  DEFENSE COST
  
  Included within Limits
  Right vs. Duty
  <PAGE>
                       CASEY'S GENERAL STORES, INC.
  
                  Directors & Officers Liability (con't)
  
  SPECIAL CONDITIONS
       
  1.   ERISA Exclusion
  2.   Failure to Maintain Insurance Exclusion
  3.   Insured vs. Insured Exclusion - Exception for Wrongful Discharge
  4.   Specific Matter Exclusion
  5.   Additional Insureds - Bill Walljasper, Doug Beech, Eli
       Wirtz, Sam Billmeyer and Julie Jackowski
  6.   90 Day Notice of Cancellation
  7.   Pollution Exclusion - Absolute
       
  Refer to policy for further terms, conditions, exclusions & limitations.
  <PAGE>
                        CASEY'S GENERAL STORES, INC.
  
                      Schedule of Additional Insureds
  
            Additional Insured - Managers or Lessors of Premises
   
  
  1)   Jerry D. Stone
       Route 1 - Box 109
       Earlham, IA 50072
       
       
  2)   Richard and/or Dorothy Sellon
       1941 South 21st Street
       Rogers, AR 72756
       
       
  3)   J & B Stores, Inc.
  <PAGE>
                      CASEY'S GENERAL STORES, INC.
  
                    Schedule of Additional Insureds
  
            Additional Insured - Designated Person or Organization
  
  1)   Clark Oil & Refining              2)   Clark Oil & Refining Corp.
       P.O. Box 81                            8182 Maryland Avenue
       Hartford, IL 62048                     St. Louis, MO 63105-3721
                 
  3)   Clark Oil & Refining              4)   Edward L. Huss
       7022 S. Silco Lane                     304 Sugar Creek Cr.
       Bartonville, IL 61607                  Perry, IA 50220
                 
  5)   J & B Stores, Inc.                6)   John E. Proehl, Inc.
       5238 NW 2nd Avenue                     P.O. Box 215
       Des Moines, IA 50313                   Westbrook, MN 56183
                 
  7)   M D Haynes 83 Revocable Trust     8)   Martin Oil
       D K Haynes 83 Revocable Trust          Marketing Ltd.
       4202 Arizona Circle                    P.O. Box 298
       Ames, IA 50010                         Blue Island, IL 60406
                 
  9)   Sinclair Oil Corporation          10)  Jerry D. Stone
       3401 Fairbanks Avenue                  300 Walnut - #158
       P.O. Box 6247                          Des Moines, IA 50309-2243
       Kansas City, MO 66106         
                 
  11)  The UNO-VEN Co. an IL General     12)  Western Petroleum Company
       Partnership                            9531 West 78th Street
       3850 W. Wilke Road                     Eden Prairie, MN 55344
       Arlington Heights, IL 60004        
                 
  13)  City of Ames                      14)  City of Columbia
       Ames, IA 50010                         701 East Broadway
                                              Columbia, MO 65201
  <PAGE>               
                       CASEY'S GENERAL STORES, INC.
  
                  Schedule of Additional Insureds (con't)
  
             Additional Insured - Designated Person or Organization
  
  
  15)  City of Greenville                16)  City of Taylorville
       Municipal Corp                         Office of City Clerk
       % Tom Mier - City Attorney             115 North Main
       315 West College Avenue                Taylorville, IL 62568
                 
  17)  Koch Refining Company             18)  Village of Tampico
       4100 Elm Street                        104 W. Market Street
       Bettendorf, IA 52722-6429              Tampico, IL 61283-0217
                 
  19)  Don Peck                          20)  Westinghouse Credit Corp.
                 
  21)  Sinclair Oil Terminal         
       Box 1446       
       Fort Madison, IA 52627        
  <PAGE>
                         CASEY'S GENERAL STORES, INC.
  
                       Schedule of Additional Insureds
  
                         Additional Insured - Lessor
  
  1)   Effingham Truck Sales, Inc.         All Leased or Rented Vehicles
       Box 840        
       Effingham, IL 62401      
                 
  2)   Gelco Truck Leasing                 All Hired, Borrowed or Leased 
       Gelco & Subsidiaries                Vehicles
       P.O. Box 1044       
       Chesterfield, MO 63006-1044        
                 
  3)   National Lease of KS City,          All Hired, Borrowed or Leased 
       Inc.                                Vehicles
       P.O. Box 2346       
       Kansas City, KS 66110         
                 
  4)   Ruan Leasing                        All Hired, Borrowed or Leased 
       1800 East 18th                      Vehicles
       Des Moines, IA 50316          
                 
  5)   Ruan Leasing Company                All Hired, Borrowed or Leased 
       706 West Tampa                      Vehicles
       Springfield, MO 65802         
                 
  6)   Ryder Commercial Leasing            All Hired, Borrowed or Leased 
       & Service                           Vehicles
       P.O. Box 419585          
       Kansas City, MO 64141         
                 
  7)   Ryder Tryck Rental                  All Hired, Borrowed or Leased 
       P.O. Box 419585                     Vehicles
       Kansas City, MO 64141         
                 
  8)   Stepco Leasing, Ltd.                All Hired, Borrowed or Leased 
       22570 W. Hwy 60          
       Grayslake, IL 60030      
  <PAGE>
                           CASEY'S GENERAL STORES, INC.
  
                      Schedule of Additional Insureds (con't)
  
                            Additional Insured - Lessor
  
  
  9)   Transport International Pool        All Hired, Borrowed or Leased 
       465 N.E. 45th Place                 Vehicles
       Des Moines, IA 50313          
                 
  10)  The UNO-VEN Co.                     All Hired, Borrowed or Leased 
        an IL General                      Vehicles
        Partnership
        3850 West Wilke Road         
        Arlington Heights, IL 60004       
                 
  11)  Leasetec Corporation                Equipment and All Hired, Borrowed 
       1401 Pearl Street                   or Leased Vehicles
       Boulder, CO 80302        
                 
  12)  Ryder Truck Rental, Inc.            All Hired, Borrowed or Leased 
       2001 Eagle Road                     Vehicles
       Normal, IL 61761         
  <PAGE>
                               ANNEX V
  
                   IOWA FRANCHISE LAW DISCLOSURE
  
  
       During the 1992 legislative session, the Iowa General
  Assembly enacted legislation relating to franchise agreements and
  their enforcement and establishing certain duties and limitations
  on franchisors.  The legislation, currently set forth in Chapter
  523H, Code of Iowa, 1995, as amended ("Chapter 523H"), became
  effective on July 1, 1992, and purports to apply to all new or
  existing franchises that are operated in the State of Iowa after
  the effective date, including those of the Company.  Subsequent
  judicial rulings in cases brought by other Iowa franchisors have
  held, however, that Chapter 523H does not apply to any franchises
  entered into prior to its July 1, 1992 effective date.
  
       As of December 1, 1995, the Company was a party to 89
  franchise agreements entered into with respect to Casey's stores
  being owned and operated by franchisees in the State of Iowa.  Of
  that number, only 2 of the franchise agreements were entered into
  following the effective date of Chapter 523H (the "Covered
  Franchises"); the remainder were all entered into prior to July
  1, 1992.   Certain provisions of the Covered Franchises conflict
  with the provisions of Chapter 523H.  As such, certain
  contractual provisions of the Covered Franchises, including those
  relating to transfer, termination or non-renewal and
  encroachment, may not be valid or enforceable under Chapter 523H.
  
       1.   Chapter 523H includes the following provisions, among
  others, regarding the transfer of a franchise:
  
       a.   A franchisee may transfer a franchise business,
  provided that the transferee satisfies the reasonable current
  qualifications of the franchisor for new franchisees.  A
  reasonable current qualification for a new franchisee is a
  qualification ba se d upon a legitimate business reason.  If the
  proposed transferee does not meet the reasonable current qualifications of 
  the franchisor, the franchiser may refuse to permit the transfer, 
  provided that the refusal of the franchisor to consent to the transfer 
  is not arbitrary or capricious.
  
       b.    A franchisee may transfer the franchisee's interest in a 
  franchise, for the unexpired term of the franchise agreement, and a
  franchisor shall not require the franchisee or the transferee to
  enter into a new or different franchise agreement as a condition
  of the transfer.
  <PAGE>
       c.   A franchisor shall not transfer its interest in a
  franchise unless the franchisor makes reasonable provision for
  the performance of the franchisor's obligations under the
  franchise agreement by the transferee.
  
       d.   A franchisor, after a transfer of a franchise, shall
  not seek to enforce any covenant of the transferred franchise
  against the transferor which prohibits the transferor from
  engaging in any lawful occupation or enterprise, except for the
  enforcement of a contractual covenant against the transferor not
  to exploit the franchisor's trade secrets or intellectual
  property rights.
  
       e.   The following occurrences shall not be considered
  transfers requiring the consent of the franchisor under a
  franchise agreement:
  
            1.   The succession of ownership of a franchise upon
  the death or disability of a franchisee or the owner of a
  franchise, to the surviving spouse, heir or a partner active in
  the management of the franchisee.
  
            2.   Incorporation of a proprietorship franchisee.
  
            3.   A transfer within an existing ownership group of a
  franchise provided that more than fifty percent of the franchise
  is held by persons who meet the franchisor's reasonable current
  qualifications for franchisees.
  
            4.   A transfer of less than a controlling interest in
  the franchise to the franchisee's spouse or child or children,
  provided that more than fifty percent of the entire franchise is
  held by those who meet the franchisor's reasonable current
  qualifications.
  
            5.   A transfer of less than a controlling interest in the 
  franchise to an employee stock ownership plan, or employee
  incentive plan, provided that more than fifty percent of the
  entire franchise is held by those who meet the franchisor's
  reasonable current qualifications for franchisees.
  
            6.   A grant or retention of a security interest in the
  franchised business or its assets, or an ownership interest in
  the franchisee.
  <PAGE>
       2.   Chapter 523H imposes a requirement for good cause in
  terminations of franchises prior to the expiration date of the
  franchise agreement.  Good cause is defined to be cause based
  upon a legitimate business reason, and includes the failure of a
  franchisee to comply with any material lawful requirement of the
  franchise agreement, provided that the termination by the
  franchisor is not arbitrary or capricious.  Chapter 523H further
  provides that a franchisor may terminate a franchise upon written
  notice and without an opportunity to cure under the following
  circumstances:
  
            a.   The franchisee or the business to which the
  franchise relates is declared bankrupt or judicially determined
  to be insolvent.
  
            b.   All or a substantial part of the assets of the
  franchise or the business to which the franchise relates are
  assigned to or for the benefit of any creditor.
  
            c.   The franchisee voluntarily abandons the franchise.
  
            d.   The franchisor and franchisee agree in writing to
  terminate the franchise.
  
            e.   The franchisee knowingly makes any material
  misrepresentations or knowingly omits to state any material facts
  relating to the acquisition or ownership or operation of the
  franchise business.
  
            f.   After three material breaches of a franchise
  agreement occurring within a twelve-month period, for which the
  franchisee has been given notice and an opportunity to cure, the
  franchisor may terminate upon any subsequent material breach
  within the twelve-month period without providing an opportunity
  to cure, provided the action is not arbitrary and capricious.
  
            g.   The franchised business or business premises of
  the franchisee are lawfully seized, taken over, or foreclosed by
  a government authority or official.
  
            h.   The franchisee is convicted of a felony or any
  other criminal misconduct which materially and adversely affects
  the operation, maintenance or goodwill of the franchise.
  
            i.   The franchisee operates the franchised business in
  a manner that imminently endangers the public health and safety.
  
       3.   Chapter 523H further provides that a franchisor shall
  not refuse to renew a franchise unless the franchisee has been
  notified of the franchisor's intent at least six months prior to
  the expiration date and one of the following circumstances exist:
  <PAGE>
            a.   Good cause exists for termination (defined as
  "cause based on a legitimate business reason").
  
            b.   The franchisor and franchisee agree not to renew
  the franchise.
  
            c.   The franchisor completely withdraws from directly
  or indirectly distributing its products or services in the
  geographic market served by the franchisee.
  
       4.   Chapter 523H further provides that if a franchisor
  develops, or grants to a franchisee the right to develop, a new
  outlet or location which sells essentially the same goods or
  services under the same trademark, service mark, trade name, logo
  type or other commercial symbol as an existing franchisee and the
  new outlet or location has an adverse effect on the gross sales
  of the existing franchisee's outlet or location, the existing
  adversely affected franchisee has a cause of action for monetary
  damages (limited to no more than three years of proven loss
  profits attributable to certain compensable sales), unless any of
  the following apply:
  
       (a)  The franchisor has first offered the new outlet or
  location to the existing franchisee on the same basic terms and
  conditions available to the other potential franchisee, or, if
  the new outlet or location is to be owned by the franchisor, on
  the terms and conditions that would ordinarily be offered to a
  franchisee for a similarly situated outlet or location.  
  
            (b)  The adverse impact on the existing franchisee's
  annual gross sales, based on a comparison to the annual gross
  sales from the existing outlet or location during the
  twelve-month period immediately preceding the opening of the new
  outlet or location, is determined to have been less than five
  percent during the first twelve months of operation of the new
  outlet or location.
  
            (c)  The existing franchisee, at the time the
  franchisor develops, or grants to a franchisee the right to
  develop, a new outlet or location is not in compliance with the
  franchisor's then current reasonable criteria for eligibility for
  a new franchise.
  
            (d)  The franchisor has established that it has (i) a
  formal procedure for hearing and acting upon claims by an
  existing franchisee with regard to a decision by the franchisor
  to develop, or grant to a franchisee the right to develop, a new
  outlet or location prior to the opening of the same and (ii) a
  reasonable formal procedure for awarding compensation or other
  form of consideration to a franchisee to offset all or a portion
  of the franchisee's loss profits caused by the establishment of
  the new outlet or location.
  <PAGE>
       Chapter 523H was amended during the 1995 legislative
  session, but several significant ambiguities and concerns remain. 
  As a result, the Company recently determined not to grant any new
  Iowa franchises until further amending legislation is enacted or
  other favorable court rulings are rendered.  Until that time, the
  Company intends to take such further actions as its existing Iowa
  franchise agreements may permit.  Such actions have included the
  continuation of a number of existing Iowa franchise agreements
  beyond their stated term on a year-to-year basis, to the extent
  provided in the franchise agreement, but without prejudice to the
  Company's other rights contained therein.  It is the Company's
  position that such an extension does not represent a new
  "franchise" within the meaning of Chapter 523H, but there are no
  provisions in Chapter 523H which expressly so state, nor have
  there been any judicial rulings directly addressing that
  interpretation.  To the extent such an extension is determined to
  constitute a new franchise subject to Chapter 523H, the
  legislation may preclude the enforcement of those provisions of
  the franchise agreement that conflict therewith.
  
  <PAGE>
                                                               EXHIBIT A
  
  
                        CASEY'S GENERAL STORES, INC.
  
                            7.38% SENIOR NOTE
  
                          Due December 28, 2020
  
  
                              ______________
  
       THIS NOTE MAY BE SUBJECT TO A HOME OFFICE PAYMENT AGREEMENT
  AND ACCORDINGLY ANY PROSPECTIVE PURCHASER SHOULD FIRST VERIFY THE
  UNPAID PRINCIPAL AMOUNT WITH THE COMPANY.
  
                              ______________
  
  
  Registered Note No. R-___                           December 28, 1995
  $__________
  
  
       CASEY'S GENERAL STORES, INC., an Iowa corporation (the
  "Company), for value received, hereby promises to pay to
  ____________________ or registered assigns, on the twenty-eighth
  day of December, 2020, the principal amount of ___________
  Dollars ($__________) and to pay interest (computed on the basis
  of a 360-day year of twelve 30-day months) on the principal
  amount from time to time remaining unpaid hereon at the rate of
  seven and thirty-eight hundredths percent (7.38%) per annum from
  the date hereof until maturity, payable semi-annually on the
  twenty-eighth day of each June and December in each year,
  commencing June 28, 1996, and at maturity, and to pay interest on
  overdue principal, premium and (to the extent legally
  enforceable) on any overdue installment of interest at the rate
  of nine and thirty-eight hundredths percent (9.38%) per annum
  after maturity or the due date thereof, whether by acceleration
  or otherwise, until paid.  Payments of the principal of, the
  premium, if any, and interest on this Note shall be made in
  lawful money of the United States of America in the manner and at
  the place provided in Section 2.5 of the Note Agreement
  hereinafter defined.
  
       This Note is issued under and pursuant to the terms and
  provisions of a Note Agreement, dated as of December 1, 1995, entered 
  into by the Company with the Purchaser named in Schedule
  I thereto (the "Note Agreement"), and this Note and any holder
  hereof are entitled to all of the benefits and are bound by the
  terms provided for by such Note Agreement or referred to therein. 
  The provisions of the Note Agreement are incorporated in this
  Note to the same extent as if set forth at length herein.
  <PAGE>
       As provided in the Note Agreement, upon surrender of this
  Note for registration of transfer, duly endorsed or accompanied
  by a written instrument of transfer duly executed by the
  registered holder hereof or his attorney duly authorized in
  writing, a new Note for a like unpaid principal amount will be
  issued to, and registered in the name of, the transferee upon the
  payment of the taxes or other governmental charges, if any, that
  may be imposed in connection therewith.  The Company may treat
  the person in whose name this Note is registered as the owner
  hereof for the purpose of receiving payment and for all other
  purposes, and the Company shall not be affected by any notice to
  the contrary.
   
       This Note may be declared due prior to its expressed
  maturity date, voluntary prepayments may be made hereon and
  certain prepayments are required to be made hereon all in the
  events, on the terms and in the manner as provided in the Note
  Agreement.  Such prepayments include certain required prepayments
  on June 28 and December 28 of each year beginning December 28,
  2010 and ending June 28, 2020 and certain optional prepayments
  with a premium.
  
       Should the indebtedness represented by this Note or any part
  thereof be collected in any proceeding provided for in the Note
  Agreement or be placed in the hands of attorneys for collection,
  the Company agrees to pay, in addition to the principal, premium,
  if any, and interest due and payable hereon, all reasonable costs
  of collecting this Note, including reasonable attorneys' fees and
  expenses.
  
       This Note and the Note Agreement are governed by and
  construed in accordance with the laws of the State of Iowa.
  
  
                      CASEY'S GENERAL STORES, INC.
                                
                      By:----------------------------
                      Its:
  <PAGE>
                                                    EXHIBIT B
  
  
                            LEGAL OPINIONS
  
  
       A.   The opinion of Gardner, Carton & Douglas, special
  counsel for the Purchaser, shall be to the effect that:
  
       1.   The Company is a corporation organized and validly
  existing in good standing under the laws of the State of Iowa,
  with all requisite corporate power and authority to carry on its
  business as now conducted, to enter into and perform the
  Agreement and to issue and sell the Notes.
  
       2.   The Agreement has been duly authorized by proper
  corporate action on the part of the Company, has been duly
  executed and delivered by an authorized officer of the Company
  and constitutes the legal, valid and binding agreement of the
  Company, enforceable in accordance with its terms, except to the
  extent that enforcement of the Agreement may be limited by
  applicable bankruptcy, insolvency, reorganization, moratorium or
  similar laws of general application relating to or affecting the
  enforcement of the rights of creditors or by equitable
  principles, regardless of whether enforcement is sought in a
  proceeding in equity or at law.
  
       3.   The Notes have been duly authorized by proper corporate
  action on the part of the Company, have been duly executed and
  delivered by an authorized officer of the Company and constitute
  the legal, valid and binding obligations of the Company,
  enforceable in accordance with their terms, except to the extent
  that enforcement of the Notes may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or similar
  laws of general application relating to or affecting the
  enforcement of the rights of creditors or by equitable
  principles, regardless of whether enforcement is sought in a
  proceeding in equity or at law.
  
       4.   Based upon the representations set forth in the
  Agreement, the offering, sale and delivery of the Notes do not
  require the registration of the Notes under the Securities Act of
  1933, as amended, nor the qualification of an indenture under the
  Trust Indenture Act of 1939, as amended.
  
       5.   The issuance and sale of the Notes and compliance with
  the terms and provisions of the Notes and the Agreement will not
  conflict with or result in any breach of any of the provisions of
  the Certificate of Incorporation or By-Laws of the Company.
  <PAGE>
  The opinion of Gardner, Carton & Douglas also shall state that
  the opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee,
  P.C., counsel for the Company, delivered to you pursuant to the
  Agreement, is satisfactory in form and scope to Gardner, Carton &
  Douglas, and, in their opinion, the Purchaser and it are
  justified in relying thereon and shall cover such other matters
  relating to the sale of the Notes as the Purchaser may reasonably
  request.  Gardner, Carton & Douglas may rely, as to matters of
  Iowa law, on the opinion of Ahlers, Cooney, Dorweiler, Haynie,
  Smith & Allbee, P.C.
  
       B.   The opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith
  & Allbee, P.C., counsel for the Company, shall cover all matters
  specified in clauses 1 through 6 set forth above and also shall
  be to the effect that:
  
       1.   The Company has full corporate power and authority to
  conduct the activities in which it is now engaged and own its
  property.
  
       2.   Each Subsidiary of the Company is a corporation duly
  organized and validly existing in good standing under the laws of
  its jurisdiction of incorporation, and each has all requisite
  corporate power and authority to carry on its business as now
  conducted and own its property.
  
       3.   Each of the Company and its Subsidiaries is duly
  qualified or licensed and in good standing as a foreign
  corporation authorized to do business in each jurisdiction where
  the nature of the business transacted by it or the character of
  its properties owned or leased makes such qualification or
  licensing necessary except where failure to so qualify would not,
  individually or in the aggregate, have a material adverse affect
  on its business, properties, or condition, financial or
  otherwise.
  
       4.   No authorization, approval or consent of any
  governmental or regulatory body is necessary or required in
  connection with the lawful execution and delivery by the Company
  of the Agreement or the lawful offering, issuance and sale of the Notes, 
  and no designation, filing, declaration, registration and/or 
  qualification with any governmental authority is required
  by the Company in connection with such offer, issuance and sale.
  <PAGE>
       5.   The issuance and sale of the Notes and the execution,
  delivery and performance by the Company of the Agreement will not
  conflict with, or result in any breach or violation of any of the
  provisions of, or constitute a default under, or result in the
  creation of any Lien on the property of the Company or any
  Subsidiary pursuant to, (i) the provisions of the Certificate of
  Incorporation or other charter document or by-laws of the Company
  or any Subsidiary or any loan agreement under which the Company
  or any Subsidiary is bound, or other agreement or instrument
  known to such counsel (after due inquiry) to which the Company or
  any Subsidiary is a party or by which any of them or their
  property is bound or (ii) any Iowa law (including usury laws) or
  regulation, order, writ, injunction or decree of any court or
  governmental authority applicable to the Company known to such
  counsel.
  
       6.   There are no actions, suits or proceedings pending or,
  to the best of such counsel's knowledge after due inquiry,
  threatened against, or affecting the Company or its Subsidiaries,
  at law or in equity or before or by any Federal, state, municipal
  or other governmental department, commission, board, bureau,
  agency or instrumentality, domestic or foreign, which are likely
  to result, either individually or in the aggregate, in any
  material adverse change in the business, properties, operations
  or condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole.
  
       7.   All of the issued and outstanding shares of capital
  stock of each Subsidiary have been duly and validly issued, are
  fully paid and nonassessable and, to the knowledge of such
  counsel, are owned by the Company free and clear of any Lien.
  
       8.   The issuance of the Notes and the use of the proceeds
  of the sale of the Notes do not violate or conflict with
  Regulation G, T, U or X of the Board of Governors of the Federal
  Reserve System (12 C.F.R., Chapter II).
  
       9.   Neither the Company nor any Subsidiary is:  (i) a
  "public utility company" or a "holding company," or an
  "affiliate" or a "subsidiary company" of a "holding company," or
  an "affiliate" of such a "subsidiary company," as such terms are defined 
  in the Public Utility Holding Company Act of 1935, as
  amended, or (ii) a "public utility" as defined in the Federal
  Power Act, as amended, or (iii) an "investment company" or an
  "affiliated person" thereof or an "affiliated person" of any such
  "affiliated person," as such terms are defined in the Investment
  Company Act of 1940, as amended.
  <PAGE>
  The opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee,
  P.C. shall cover such other matters relating to the sale of the
  Notes as the Purchaser may reasonably request.  With respect to
  matters of fact on which such opinion is based, such counsel
  shall be entitled to rely on appropriate certificates of public
  officials and officers of the Company and with respect to matters
  governed by the laws of any jurisdiction other than the United
  States of America and the State of Iowa, such counsel may rely
  upon the opinions of counsel deemed (and stated in their opinion
  to be deemed) by them to be competent and reliable.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K FILING ON DEC 28, 1995", "secsgml_size_bytes": 199896}]
metadata_filer: {"company-data": {"conformed-name": "CASEYS GENERAL STORES INC", "cik": "0000726958", "assigned-sic": "5412", "irs-number": "420935283", "state-of-incorporation": "IA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12788", "film-number": "96502794"}, "business-address": {"street1": "ONE CONVENIENCE BLVD", "city": "ANKENY", "state": "IA", "zip": "50021", "phone": "5159656100"}}
text: SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
  
                               FORM 8-K
  
                           CURRENT REPORT
  
                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
  
             Date of Report (Date of earliest event reported):
                            December 28, 1995
  
                       Commission File Number 0-12788
  
                         CASEY'S GENERAL STORES, INC.
             (Exact name of registrant as specified in its charter)
  
            IOWA                     42-0935283
  (State or other jurisdiction            (I.R.S. Employer
   of incorporation or                     Identification Number)
   organization)
  
                     ONE CONVENIENCE BLVD., ANKENY, IOWA
                   (Address of principal executive offices)
  
                                    50021     
                                  (Zip Code)
  
                                (515) 965-6100
            (Registrant's telephone number, including area code)
  
                                     NONE
             (Former name, former address if changed since last report)
  In the Note Agreement, the Company makes certain
  representations and warranties to the Purchaser and, while any of
  the Senior Notes are outstanding, agrees to comply with certain
  affirmative covenants addressing, among other matters, the
  maintenance of corporate existence, insurance, properties and
  records and the provision of certain financial information and
  reports to the Purchaser.  The Company also agrees to be bound by
  certain negative covenants while the Senior Notes are outstanding
  addressing, among other matters, the net worth, indebtedness and
  fixed charge ratio to be maintained while the Senior Notes are
  outstanding, additional Liens (as defined in the Note Agreement),
  mergers or consolidations, sale of assets and restricted
  investments.  Upon the occurrence of an Event of Default (which,
  as more fully defined in the Note Agreement, would include, among
  other matters, nonpayment of the principal of or interest on the
  Senior Notes or a breach of any of the foregoing covenants), the
  Purchaser may declare the entire principal amount of the Senior
  Notes, together with the premium described in the Note Agreement
  and all accrued interest, to be immediately due and payable.
  
       Attached hereto as Exhibit 4.4 and incorporated herein by
  reference is a copy of the Note Agreement between the Company and
  the Purchaser, and the Annexes and Exhibits thereto, as follows:
  Annex I - Subsidiaries; Annex II - Existing Indebtedness of the
  Company; Annex III - Description of Liens; Annex IV - Schedule of
  Insurance; Annex V - Iowa Franchise Law Disclosure; Exhibit A -
  Form of 7.38% Senior Note; and Exhibit B - Statement Regarding
  Legal Opinions.  The foregoing description of the Senior Notes is
  qualified in its entirety by reference to the Note Agreement and
  the form of Senior Note described therein.
  
       In conjunction with the issuance of the Senior Notes on
  December 28, 1995, the Company, the Purchaser and Nippon Life
  Insurance Company of America (together with the Purchaser,
  hereinafter referred to as the "Original Purchasers") also
  entered into a First Amendment to Note Agreement dated as of
  December 1, 1995 (the "First Amendment"), amending the Note
  Agreement dated as of February 1, 1993 (the "Original Agreement")
  between the Company and the Original Purchasers pursuant to which
  $30,000,000 in principal amount of 7.70% Senior Notes due
  December 15, 2004 were issued.  The First Amendment corrects an
  ambiguity in Section 7.6 of the Original Agreement and modifies
  two of the investment covenants included in Section 7.7 of the
  Original Agreement.  Attached hereto as Exhibit 4.3(a) and
  incorporated herein by reference is a copy of the First Amendment
  between the Company and the Original Purchasers.  The foregoing
  description of the First Amendment is qualified in its entirety
  by reference to the full text of said First Amendment.
  Item 7.   EXHIBITS.
  4.3(a)    First Amendment to Note Agreement, dated as of December
            1, 1995, between Casey's General Stores, Inc., Principal Mutual
            Life Insurance Company and Nippon Life Insurance Company of
            America.
  
  4.4       Note Agreement, dated as of December 1, 1995, between
            Casey's General Stores, Inc. and Principal Mutual Life Insurance
            Company.
  SIGNATURE
  
       Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly
  authorized.
  
                           CASEY'S GENERAL STORES, INC.
  
  Date: January 5, 1996    By:  /s/ Douglas K. Shull                
                                ------------------------
                                Douglas K. Shull
                                Treasurer and Chief Financial  
                                Officer
  EXHIBITS
  EXHIBIT        DESCRIPTION                             PAGE
  4.3(a)         First Amendment to Note Agreement       6
                 dated as of December 1, 1995 
                 between Casey's General Stores, 
                 Inc., Principal Mutual Life Insurance 
                 Company and Nippon Life Insurance 
                 Company of America
  
  4.4            Note Agreement dated as of                   9
                 December 1, 1995 between Casey's 
                 General Stores, Inc. and Principal 
                 Mutual Life Insurance Company
  FIRST AMENDMENT TO NOTE AGREEMENT
  
       Reference is hereby made to that Note Agreement dated as of
  February 1, 1993 (the "Original Agreement"), between Casey's
  General Stores, Inc. (the "Company"), Principal Mutual Life
  Insurance Company and Nippon Life Insurance Company of America
  (collectively, the "Purchasers").  This First Amendment to Note
  Agreement is hereinafter referred to as the "First Amendment."
  
       WHEREAS, the Company has requested that the Purchasers agree
  to certain amendments to the Original Agreement in order to
  provide consistency with other financing documents; and
  
       WHEREAS, the Purchasers have agreed to grant such
  amendments.
  
       IT IS THEREFORE AGREED THAT:
  
       1.   DEFINITIONS.
  
       (a)  All defined terms herein shall have the meanings
  assigned to such terms in the Original Agreement.
  
       2.   AMENDMENTS.
  
       (a)  Section 7.6 of the Original Agreement is amended by
  inserting the word "Net" in the ninth line between the words
  "Consolidated" and "Tangible."
  
       (b)  Section 7.7(a) of the Original Agreement is amended by
  deleting such paragraph in its entirety and inserting in lieu
  thereof the following:
  
            "(a) Investments in a single issuer (other than the
  United States government or any agency or instrumentality
  thereof) shall not exceed the greater of (i) eight percent (8%)
  of the amount of total Investments of the Company and its
  Subsidiaries or (ii) $2,500,000."
  
       (c)  Section 7.7(b) of the Original Agreement is amended by
  deleting such paragraph in its entirety and inserting in lieu
  thereof the following:
  "(b) Investments in any single money market fund
  permitted by paragraph (e) of the definition of Permitted
  Investments shall not exceed the greater of (i) 20% of the amount
  of total Investments of the Company and its Subsidiaries or (ii)
  $2,500,000."
  
       3.   REPRESENTATIONS AND WARRANTIES.
  
       In order to induce the Purchasers to enter into this First
  Amendment to Note Agreement, the Company confirms that, except as
  disclosed in the Form 10-K dated April 30, 1995 and the Forms
  10-Q for the quarters ending July 31, 1995 and October 31, 1995,
  each of the representations and warranties set forth in (a) the
  Original Agreement and (b) that Note Agreement dated as of
  December 1, 1995 between Principal Mutual Life Insurance Company
  and the Company (the "1995 Agreement") is true and correct as of
  the date hereof and that no Event of Default under the Original
  Agreement (which has not been cured pursuant to amendments made
  hereunder) or the 1995 Agreement has occurred and is continuing.
  
       4.   COUNTERPARTS.
  
       This First Amendment to Note Agreement may be executed by
  the parties hereto individually, or in any combination of the
  parties hereto in several counterparts, all of which taken
  together shall constitute one and the same First Amendment to
  Note Agreement.
  
       5.   RATIFICATION AND ACKNOWLEDGMENT.
  
       All of the representations, warranties, provisions,
  covenants, terms and conditions of the Agreement shall remain
  unaltered and in full force and effect and, as amended hereby,
  the Agreement is in all respects agreed to, ratified and
  confirmed by the Company.  The Company acknowledges and agrees
  that the amendments granted herein shall not be construed as
  establishing a course of conduct on the part of the Purchasers
  upon which the Company may rely at any time in the future.
  
       6.   REFERENCE TO AND EFFECT ON THE AGREEMENT.
  
       Upon the effectiveness of this First Amendment to Note
  Agreement, each reference in the Original Agreement and in other
  documents describing or referencing this Amendment to "this
  Agreement," "hereunder," "hereof," "herein," or words of like
  import referring to the Original Agreement, shall mean and be a
  reference to the Original Agreement, as amended hereby.
  Dated as of this 1st day of December, 1995.
  
                           CASEY'S GENERAL STORES, INC.
                                
                                
                             By:  /s/  Donald F. Lamberti          
                                  ------------------------
                             Its:  Chief Executive  Officer
                                 
                      ATTEST:
                                
                                
                             By: /s/  John G. Harmon          
                                 -------------------            
                             Its:  Secretary
                                
                                
                           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                
                                
                             By: /s/ Jon M. Davidson
                                 -------------------  
                             Its:  Assistant Director-
                                   Securities Investment
       
  
                             By: /s/ Christopher J. Henderson
                                 ----------------------------
                             Its:  Counsel
                                
                                
                           NIPPON LIFE INSURANCE COMPANY OF AMERICA
                                
                                
                             By: /s/ Jon M. Davidson 
                                 -------------------
                             Its:  Assistant Director-
                                   Securities Investment
  
                             By: /s/ Christopher J. Henderson
                                 ----------------------------
                             Its:  Counsel
  CASEY'S GENERAL STORES, INC.
  
                              NOTE AGREEMENT
  
                        Dated as of December 1, 1995
  
                       $30,000,000 Principal Amount
                           7.38% Senior Notes
                          Due December 28, 2020
  TABLE OF CONTENTS
  PAGE
  SECTION 1.  DESCRIPTION OF NOTES AND COMMITMENT
  
            1.1  Description of Notes                           1
            1.2  Commitment; Closing Date                       1
  
  SECTION 2.  PREPAYMENT OF NOTES
  
            2.1  Required Prepayments                           2
            2.2  Optional and Other Prepayments                 2
            2.3  Notice of Optional Prepayments                 3
            2.4  Surrender of Notes on Prepayment 
                 or Exchange                                    3
            2.5  Direct Payment                                 3
            2.6  Allocation of Payments                         4
            2.7  Payments Due on Saturdays, Sundays 
                 and Holidays                                   4
  
  SECTION 3.  REPRESENTATIONS
  
            3.1  Representations of the Company                 4
            3.2  Representations of the Purchaser              10
  
  SECTION 4.  CLOSING CONDITIONS
  
            4.1  Representations and Warranties                11
            4.2  Legal Opinions                                11
            4.3  Events of Default                             11
            4.4  Payment of Fees and Expenses                  11
            4.5  Accountants' Letter                           11
            4.6  Legality of Investment                        12
            4.7  Private Placement Number                      12
            4.8  Proceedings and Documents                     12
  SECTION 5.  INTERPRETATION OF AGREEMENT
  
            5.1  Certain Terms Defined                         12
            5.2  Accounting Principles.                        18
            5.3  Valuation Principles                          18
            5.4  Direct or Indirect Actions                    18
  
  SECTION 6.  AFFIRMATIVE COVENANTS
  
            6.1   Corporate Existence                          19
            6.2   Insurance                                    19
            6.3   Taxes, Claims for Labor and Materials        19
            6.4   Maintenance of Properties                    19
            6.5   Maintenance of Records                       19
            6.6   Financial Information and Reports            20
            6.7   Inspection of Properties and Records         22
            6.8   ERISA                                        22
            6.9   Compliance with Laws                         23
            6.10  Acquisition of and Cancellation 
                  of Notes                                     23
            6.11 Private Placement Number                      24
  
  SECTION 7.  NEGATIVE COVENANTS
  
            7.1  Net Worth                                     24
            7.2  Funded Debt                                   24
            7.3  Fixed Charge Ratio                            24
            7.4  Liens                                         24
            7.5  Merger or Consolidation                       25
            7.6  Sale of Assets                                25
            7.7  Restricted Investments                        26
            7.8  Change in Business                            26
            7.9  Transactions with Affiliates                  26
            7.10 Consolidated Tax Returns                      26
  SECTION 8.  EVENTS OF DEFAULT AND REMEDIES THEREFOR
  
            8.1  Nature of Events                              26
            8.2  Remedies on Default                           28
            8.3  Annulment of Acceleration of Notes            29
            8.4  Other Remedies                                29
            8.5  Conduct No Waiver; Collection Expenses        29
            8.6  Remedies Cumulative                           30
            8.7  Notice of Default                             30
  
  SECTION 9.  AMENDMENTS, WAIVERS AND CONSENTS
  
            9.1   Matters Subject to Modification              31
            9.2   Solicitation of Holders of Notes             31
            9.3   Binding Effect                               31
  
  SECTION 10.  FORM OF NOTES, REGISTRATION, TRANSFER, EXCHANGE    
  AND REPLACEMENT
  
            10.1  Form of Notes                                31
            10.2  Note Register                                31
            10.3  Issuance of New Notes upon Exchange 
                  or Transfer                                  31
            10.4  Replacement of Notes                         32
  
  SECTION 11.  MISCELLANEOUS
  
            11.1  Expenses                                     32
            11.2  Notices                                      32
            11.3  Reproduction of Documents                    33
            11.4  Successors and Assigns                       33
            11.5  Law Governing; Consent to Jurisdiction       33
            11.6  Headings                                     33
            11.7  Counterparts                                 33
            11.8  Reliance on and Survival of Provisions       33
            11.9  Confidential Information                     33
            11.10 Integration and Severability                 34
  Annex I:       Subsidiaries
  Annex II:      Existing Indebtedness
  Annex III:     Description of Liens
  Annex IV:      Schedule of Insurance
  Annex V:       Iowa Franchise Law Disclosure
  
  Exhibit A:     Form of 7.38% Senior Note,  Due December 28, 2020
  Exhibit B:     Legal Opinions
  CASEY'S GENERAL STORES, INC.
  
                              NOTE AGREEMENT
  
                                              Dated as of December 1, 1995
  
  To the Purchaser Named
    in Schedule I Hereto
  
  Ladies and Gentlemen:
  
       CASEY'S GENERAL STORES, INC., an Iowa corporation (the
  "Company"), agrees with you as follows:
  
  SECTION 1.     DESCRIPTION OF NOTES AND COMMITMENT
  
       1.1  DESCRIPTION OF NOTES.  The Company has authorized the
  issuance and sale of $30,000,000 aggregate principal amount of
  its Senior Notes (the "Notes"), to be dated the date of issuance,
  to bear interest from such date at the rate of 7.38% per annum
  prior to maturity, payable semi-annually on the twenty-eighth day
  of June and December of each year, commencing June 28, 1996, and
  at maturity, to bear interest on overdue principal (including any
  overdue required or optional prepayment), premium, if any, and
  (to the extent legally enforceable) on any overdue installment of
  interest at the rate of 9.38% per annum, to be expressed to
  mature on December 28, 2020 and to be substantially in the form
  attached as Exhibit A.  The term "Notes" as used herein shall
  include each Note delivered pursuant to this Note Agreement (the
  "Agreement") and each Note delivered in substitution or exchange
  therefor and, where applicable, shall include the singular number
  as well as the plural.  Any reference to you in this Agreement
  shall in all instances be deemed to include any nominee of yours
  or any separate account or other person on whose behalf you are
  purchasing Notes.
  
       1.2  COMMITMENT; CLOSING DATE.  Subject to the terms and
  conditions hereof and on the basis of the representations and
  warranties hereinafter set forth, the Company agrees to issue and
  sell to you, and you agree to purchase from the Company, Notes in
  the aggregate principal amount set forth opposite your name in
  the attached Schedule I at a price of 100% of the principal
  amount thereof.
  Delivery of and payment for the Notes shall be made at the
  offices of Gardner, Carton & Douglas, 321 North Clark Street,
  Quaker Tower, Chicago, Illinois 60610, at 9:00 a.m., Chicago
  Time, on December 20, 1995, or at such later time or on such
  later date, not later than 5:00 p.m. Chicago Time, on December
  31, 1995, as may be mutually agreed upon by the Company and the
  Purchaser (the "Closing Date").  The Notes will be delivered to
  you in fully registered form, issued in your name or in the name
  of your nominee.  Delivery of the Notes to you on the Closing
  Date shall be against payment of the purchase price thereof in
  Federal Funds or other funds in U.S. dollars immediately
  available at the principal office of Norwest Bank Iowa, National
  Association, A.B.A. No. 073000228, for deposit in the Company's
  Account No. 000529.  If on the Closing Date the Company shall
  fail to tender the Notes to you, you shall be relieved of all
  remaining obligations under this Agreement.  Nothing in the
  preceding sentence shall relieve the Company of any liability
  occasioned by such failure to deliver the Notes.
  
  SECTION 2.     PREPAYMENT OF NOTES
  
       2.1  REQUIRED PREPAYMENTS.  In addition to payment of all
  outstanding principal of the Notes at maturity and regardless of
  the amount of Notes which may be outstanding from time to time,
  the Company shall prepay and there shall become due and payable
  on the twenty-eighth day of June and December in each year
  prepayment of the principal amount of the Notes in the amount of
  $1,428,571.43 hereto or such lesser amount as would constitute
  payment in full on the Notes, commencing December 28, 2010 and
  ending June 28, 2020 inclusive, with the remaining principal
  payable at maturity on December 28, 2020.  Each such prepayment
  shall be at a price of 100% of the principal amount prepaid,
  together with interest accrued thereon to the date of prepayment.
  
       2.2  OPTIONAL PREPAYMENTS.  (a) Upon notice as provided in
  Section 2.3, the Company may, at any time, prepay the Notes, in
  whole or in part, at any time, in an amount of not less than
  $1,000,000 or in integral multiples of $100,000 in excess thereof
  at the price set forth in Section 2.2(b).
  
       (b)  Each prepayment made pursuant to paragraph (a) of this
  Section 2.2 shall be at a price of (i) 100% of the principal
  amount to be prepaid, plus interest accrued thereon to the date
  of prepayment, if the Reinvestment Yield, on the applicable
  Determination Date, equals or exceeds the interest rate payable on or in 
  respect of the Notes, or (ii) 100% of the principal
  amount to be prepaid, plus interest accrued thereon to the date
  of prepayment, plus a premium, if the Reinvestment Yield, on such
  Determination Date, is less than the interest rate payable on or
  in respect of the Notes.  The premium shall equal (x) the
  aggregate present value of the amount of principal being prepaid
  (taking into account the manner of application of such prepayment
  required by Section 2.2(c)) and the present value of the amount
  of interest (exclusive of interest accrued to the date of
  prepayment) which would have been payable in respect of such
  principal absent such prepayment, determined by discounting
  (semi-annually on the basis of a 360-day year composed of twelve
  30-day months) each such amount utilizing an interest factor
  equal to the Reinvestment Yield, less (y) the principal amount to
  be prepaid.
  
       (c)  Any prepayment pursuant to Section 2.2(a) of less than
  all of the Notes outstanding shall be applied, to reduce, pro
  rata, each of the prepayments and the final payment at maturity
  required by Section 2.1.
  
       (d)  Except as provided in Section 2.1 and this Section 2.2,
  the Notes shall not be prepayable in whole or in part.
  
       2.3  NOTICE OF OPTIONAL PREPAYMENTS.  The Company shall give
  notice of any optional prepayment of the Notes to each holder of
  the Notes not less than 30 days nor more than 60 days before the
  date fixed for prepayment, specifying (i) such date, (ii) the
  principal amount of the holder's Notes to be prepaid on such
  date, (iii) the date as of which the premium, if any, 
  will be calculated and (iv) the accrued interest applicable to
  the prepayment.  Notice of optional prepayment having been so
  given, the aggregate principal amount of the Notes specified in
  such notice, together with the premium, if any, and accrued
  interest thereon shall become due and payable on the prepayment
  date specified in such notice.
  
       The Company also shall give notice to each holder of the
  Notes by telecopy, telegram, telex or other same-day written
  communication, as soon as practicable but in any event not later
  than two business days prior to the optional prepayment date, of
  the premium, if any, applicable to such prepayment and the
  details of the calculations used to determine the amount of such
  premium.
  2.4  SURRENDER OF NOTES ON PREPAYMENT OR EXCHANGE.  Subject
  to Section 2.5, upon any partial optional prepayment of a Note
  pursuant to this Section 2 or partial exchange of a Note pursuant
  to Section 10.3, such Note may, at the option of the holder
  thereof, (i) be surrendered to the Company pursuant to Section
  10.3 in exchange for a new Note equal to the principal amount
  remaining unpaid on the surrendered Note, or (ii) be made
  available to the Company for notation thereon of the portion of
  the principal so prepaid or exchanged.  In case the entire
  principal amount of any Note is prepaid or exchanged, such Note
  shall, at the written request of the Company, be surrendered to
  the Company for cancellation and shall not be reissued, and no
  Note shall be issued in lieu of such Note.
  
       2.5  DIRECT PAYMENT.  Notwithstanding any other provision
  contained in the Notes or this Agreement, the Company will pay
  all sums becoming due on each Note held by you or any subsequent
  Institutional Holder by wire transfer of immediately available
  federal funds to such account as you or such subsequent
  Institutional Holder has designated in Schedule I, or as you or
  such subsequent Institutional Holder may otherwise designate by
  written notice to the Company, in each case without presentment
  and without notations being made thereon, except that any such
  Note so paid or prepaid in full shall, at the written request of
  the Company, be surrendered to the Company for cancellation.  Any
  wire transfer shall identify such payment in the manner set forth
  in Schedule I and shall identify the payment as principal,
  premium, if any, and/or interest.  You and any subsequent
  Institutional Holder of a Note to which this Section 2.5 applies
  agree that, before selling or otherwise transferring any such
  Note, you or it will make a notation thereon of the aggregate
  amount of all payments of principal theretofore made and of the
  date to which interest has been paid.  
  
       2.6  ALLOCATION OF PAYMENTS.  If less than the entire
  principal amount of all the Notes outstanding is to be paid, the
  Company will prorate the aggregate principal amount to be paid
  among the outstanding Notes in proportion to the unpaid
  principal.
  
       2.7  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.  In
  any case where the date of any required prepayment of the Notes
  or any interest payment date on the Notes or the date fixed for
  any other payment of any Note or exchange of any Note is a
  Saturday, Sunday or a legal holiday or a day on which banking institutions 
  in Des Moines, Iowa are authorized by law to close, then such payment, 
  prepayment or exchange need not be made on such date but may be made on 
  the next preceding business day which is not a Saturday, Sunday or a 
  legal holiday or a day on which banking institutions in Des Moines, Iowa 
  are authorized by law to close, with the same force and effect as if made 
  on the due date.
  SECTION 3.     REPRESENTATIONS
  
       3.1  REPRESENTATIONS OF THE COMPANY.  As an inducement to,
  and as part of the consideration for, your purchase of the Notes
  pursuant to this Agreement, the Company represents and warrants
  to you as follows:
  
       (a)  CORPORATE ORGANIZATION AND AUTHORITY.  The Company is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of Iowa, has all requisite corporate
  power and authority to own and operate its properties, to carry
  on its business as now conducted and as presently proposed to be
  conducted, to enter into and perform the Agreement and to issue
  and sell the Notes as contemplated in the Agreement.
  
       (b)  QUALIFICATION TO DO BUSINESS.  The Company is duly
  licensed or qualified and in good standing as a foreign
  corporation authorized to do business in each jurisdiction where
  the nature of the business transacted by it or the character of
  its properties owned or leased makes such qualification or
  licensing necessary.
  
       (c)  SUBSIDIARIES.  The Company has no Subsidiaries, as
  defined in Section 5.1, except those listed in Annex I, which
  correctly sets forth the jurisdiction of incorporation and the
  percentage of the outstanding Voting Stock of each Subsidiary
  which is owned, of record or beneficially, by the Company and/or
  one or more Subsidiaries.  Each Subsidiary has been duly
  organized, is validly existing and is in good standing under the
  laws of its jurisdiction of incorporation and is duly licensed or
  qualified and in good standing as a foreign corporation in each
  other jurisdiction where the nature of the business transacted by
  it or the character of its properties owned or leased makes such
  qualification or licensing necessary, except where the failure to
  be so licensed or qualified or in good standing would not,
  individually or in the aggregate, materially and adversely affect the 
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole.  A list of those jurisdictions
  wherein each Subsidiary is qualified to do business is set forth
  in Annex I.  Each Subsidiary has full corporate power and
  authority to own and operate its properties and to carry on its
  business as now conducted and as presently proposed to be
  conducted.  The Company and each Subsidiary have good and
  marketable title to all of the shares they purport to own of the
  capital stock of each Subsidiary, free and clear in each case of
  any lien or encumbrance, and all such shares have been duly
  issued and are fully paid and nonassessable.
  (d)  FINANCIAL STATEMENTS.  The balance sheet of the Company
  as of April 30, 1995 and the related statements of income,
  shareholders' equity and cash flows for the year ended April 30,
  1995, accompanied by the report and unqualified opinion of KPMG
  Peat Marwick LLP, independent certified public accountants,
  copies of which have heretofore been delivered to you, were
  prepared in accordance with generally accepted accounting
  principles consistently applied throughout the periods involved
  (except as otherwise noted therein) and present fairly the
  financial condition and results of operations and cash flows of
  the Company for and as of the end of such year.  The unaudited
  balance sheets of the Company (and its Subsidiaries for the
  period commencing May 1, 1995) as of April 30, 1995 and October
  31, 1995 and the related unaudited condensed statements of income
  and cash flows for the six months ended October 31, 1994 and
  October 31, 1995, copies of which have heretofore been delivered
  to you, were prepared in accordance with generally accepted
  accounting principles and present fairly the financial condition
  of the Company (and its Subsidiaries commencing May 1, 1995) as
  of such dates and the results of their operations and cash flows
  for the periods then ended, subject to customary year-end
  adjustments.
  
       (e)  NO CONTINGENT LIABILITIES OR ADVERSE CHANGES.  Except
  as disclosed in the Company's Annual Report on Form 10-K for the
  year ended April 30, 1995 and in the Company's Quarterly Reports
  for the quarters ended July 31, 1995 and October 31, 1995, the
  Company and its Subsidiaries have no contingent liabilities which
  are material to the Company and its Subsidiaries taken as a whole
  other than as indicated on the financial statements described in
  the foregoing paragraph (d) of this Section 3.1, and since April
  30, 1995 there have been no material adverse changes in the
  condition, financial or otherwise, of the Company and its Subsidiaries 
  taken as a whole.
  
       (f)  NO PENDING LITIGATION OR PROCEEDINGS.  Except as
  disclosed in the Company's Annual Report on Form 10-K for the
  year ended April 30, 1995 and in the Company's Quarterly Reports
  for the quarters ended July 31, 1995 and October 31, 1995, there
  are no actions, suits or proceedings pending or threatened
  against or affecting the Company and its Subsidiaries, at law or
  in equity or before or by any Federal, state, municipal or other
  governmental department, commission, board, bureau, agency or
  instrumentality, domestic or foreign, which might result, either
  individually or in the aggregate, in any material adverse change
  in the business, properties, operations or condition, financial
  or otherwise, of the Company and its Subsidiaries taken as a
  whole or on the Company's ability to perform its obligations
  under this Agreement or the Notes.
  (g)  COMPLIANCE WITH LAW.  (i) Neither the Company nor any
  of its Subsidiaries is:  (x) in default with respect to any
  order, writ, injunction or decree of any court to which it is a
  named party; or (y) except as disclosed in the Company's Annual
  Report on Form 10-K for the year ended April 30, 1995 and in the
  Company's Quarterly Reports for the quarters ended July 31, 1995
  and October 31, 1995, and in Annex V hereto, in default under any
  law, rule, regulation, ordinance or order relating to the
  businesses of the Company and its Subsidiaries (including, but
  not limited to, its franchise arrangements), the sanctions and
  penalties resulting from which defaults described in clauses (x)
  and (y) might have a material adverse effect on the business,
  properties, operations, assets or condition, financial or
  otherwise, of the Company and its Subsidiaries taken as a whole
  or on the Company's ability to perform its obligations under this
  Agreement or the Notes.
  
            (ii) Neither the Company nor any Subsidiary nor any
  Affiliate of the Company is an entity defined as a "designated
  national" within the meaning of the Foreign Assets Control
  Regulations, 31 C.F.R. Chapter V, or for any other reason,
  subject to any restriction or prohibition under, or is in
  violation of, any Federal statute or Presidential Executive
  Order, or any rules or regulations of any department, agency or
  administrative body promulgated under any such statute or Order,
  concerning trade or other relations with any foreign country or
  any citizen or national thereof or the ownership or operation of
  any property.  
  
       (h)  PENSION REFORM ACT OF 1974.  Based upon the
  representations of the Purchaser set forth in Section 3.2,
  neither the purchase of the Notes by you nor the consummation of
  any of the other transactions contemplated by this Agreement is
  or will constitute a "prohibited transaction" within the meaning
  of Section 4975 of the Internal Revenue Code of 1986, as amended
  (the "Code"), or Section 406 of the Employee Retirement Income
  Security Act of 1974, as amended ("ERISA").  The Internal Revenue
  Service has issued a favorable determination letter with respect
  to each "employee pension benefit plan," as defined in Section 3
  of ERISA, established, maintained or contributed to by the
  Company (except for any Plan which is unfunded and maintained
  primarily for the purpose of providing deferred compensation for
  a select group of management or highly compensated employees) (a
  "Plan") that the same is qualified under Section 401(a) and
  related provisions of the Code and that each related trust or
  custodial account is exempt from taxation under Section 501(a) of
  the Code.  All Plans of the Company and its Subsidiaries comply
  in all material respects with ERISA and other applicable laws. 
  There exist with respect to the Company and its Subsidiaries no
  "multi-employer plans," as defined in the Multi-employer Pension
  Plan Amendments Act of 1980, for which a material withdrawal or
  termination liability may be incurred.  There exist with respect
  to all Plans or trusts established or maintained by the Company
  and its Subsidiaries:  (i) no material accumulated funding
  deficiency within the meaning of ERISA; (ii) no termination of
  any Plan or trust which would result in any material liability to
  the Pension Benefit Guaranty Corporation ("PBGC") or any
  "reportable event," as that term is defined in ERISA, which is
  likely to constitute grounds for termination of any Plan or trust
  by the PBGC; and (iii) no "prohibited transaction," as that term
  is defined in ERISA, which is likely to subject any Plan, trust
  or party dealing with any such Plan or trust to any material tax
  or penalty on prohibited transactions imposed by Section 4975 of
  the Code.
  
       (i)  TITLE TO PROPERTIES.  The Company and each of its
  Subsidiaries has (i) good title in fee simple or its equivalent
  under applicable law to all the real property owned by it and
  (ii) good title to all other Property owned by it, in each case
  free from all Liens except (x) those securing Indebtedness of the
  Company and each of its Subsidiaries, which are listed in the
  attached Annex III and (y) other Liens that would be permitted
  pursuant to Section 7.4.
  
       (j)  LEASES.  The Company and each Subsidiary enjoy peaceful
  and undisturbed possession under all leases under which the
  Company or any Subsidiary is a lessee or is operating.  None of
  such leases contains any provision which might materially and
  adversely affect the operation or use of the property so leased. 
  All of such leases are valid and subsisting and the Company and
  its Subsidiaries are not in default with respect to any such
  leases.
  
       (k)  FRANCHISES, PATENTS, TRADEMARKS AND OTHER RIGHTS.  The
  Company and its Subsidiaries have all franchises, permits,
  licenses and other authority necessary to carry on their
  businesses as now being conducted and as proposed to be
  conducted, and are not in default under any of such franchises,
  permits, licenses or other authority which are material to their
  business, Properties, operations or condition, financial or
  otherwise of the Company and its Subsidiaries taken as a whole. 
  The Company and its Subsidiaries own or possess all patents,
  trademarks, service marks, trade names, copyrights, licenses and
  rights with respect to the foregoing necessary for the present
  conduct of their businesses, without any known conflict with the
  rights of others which might result in any material adverse
  change in the business, Properties, operations or condition,
  financial or otherwise of the Company and its Subsidiaries taken
  as a whole.
  
       (l)  FRANCHISE AGREEMENTS.  Except as disclosed in the
  Company's Annual Report on Form 10-K for the year ended April 30,
  1995 and in Annex V hereto, all franchise agreements between the
  Company and its Subsidiaries and their respective franchisees are
  valid and subsisting and the Company and its Subsidiaries are not
  in default under any such franchise agreements.
  (m)  STATUS OF NOTES AND SALE OF NOTES.  The Agreement and
  the Notes have been duly authorized on the part of the Company,
  have been duly executed and delivered by an authorized officer of
  the Company and constitute the legal, valid and binding
  obligations of the Company, enforceable in accordance with their
  terms, except to the extent that enforcement thereof may be
  limited by applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws of general application relating to or
  affecting the enforcement of the rights of creditors or by
  equitable principles, regardless of whether enforcement is sought
  in equity or at law.  The sale of the Notes and compliance by the
  Company with all of the provisions of this Agreement and of the Notes 
  (i) are within the corporate powers of the Company, (ii)
  have been duly authorized by proper corporate action, (iii) are
  legal, (iv) will not violate any provisions of any law or
  regulation or order of any court, governmental authority or
  agency and (v) will not result in any breach of any of the
  provisions of, or constitute a default under, or result in the
  creation of any Lien on any property of the Company or its
  Subsidiaries under the provisions of, any charter document,
  by-law, loan agreement or other agreement or instrument to which
  the Company or its Subsidiaries is a party or by which they or
  their Property may be bound.
  
       (n)  NO DEFAULTS.  No event has occurred and no condition
  exists which, upon the issuance of the Notes, would constitute an
  Event of Default, or with the lapse of time or the giving of
  notice or both would become an Event of Default, under this
  Agreement.  The Company and its Subsidiaries are not in default
  under any charter document, by-law, loan agreement or other
  material agreement or material instrument to which the Company or
  any Subsidiary is a party or by which they or their Property may
  be bound, nor has the Company or any Subsidiary obtained at any
  time in the last 24 months any waivers with respect to any
  defaults under any loan agreements or other material agreements
  or instruments other than those waivers that have previously been
  disclosed to the Purchaser.
  
       (o)  GOVERNMENTAL CONSENT.  Neither the nature of the
  Company and its Subsidiaries, their businesses or Properties, nor
  any relationship between the Company, any Subsidiary and any
  other Person, nor any circumstances in connection with the offer,
  issue, sale or delivery of the Notes is such as to require a
  consent, approval or authorization of, or withholding of
  objection on the part of, or filing, registration or
  qualification with, any governmental authority on the part of the
  Company or any Subsidiary in connection with the execution and
  delivery of this Agreement or the offer, issue, sale or delivery
  of the Notes.
  (p)  TAXES.  All tax returns required to be filed by the
  Company or any Subsidiary in any jurisdiction have been filed or
  appropriate extensions have been filed with respect thereto, and
  all taxes, assessments, fees and other governmental charges upon
  the Company or any Subsidiary or upon any of their Properties,
  income or franchises, which are due and payable, have been paid
  timely or within appropriate extension periods or are being contested 
  in good faith by appropriate proceedings.  The Company
  does not know of any proposed additional tax assessment against
  it or any Subsidiary for which adequate provision has not been
  made on its books.  The federal income tax liability of the
  Company and its Subsidiaries has been finally determined by the
  Internal Revenue Service and satisfied for all taxable years up
  to and including the taxable year ended April 30, 1991 and no
  controversy in respect of additional taxes due since such date is
  pending or to the Company's knowledge threatened.  The provisions
  for taxes on the books of the Company and its Subsidiaries are
  adequate for all open years and for the current fiscal period.
  
       (q)  STATUS UNDER CERTAIN STATUTES.  Neither the Company nor
  any Subsidiary is:  (i) a "public utility company" or a "holding
  company," or an "affiliate" or a "subsidiary company" of a
  "holding company," or an "affiliate" of such a "subsidiary
  company," as such terms are defined in the Public Utility Holding
  Company Act of 1935, as amended, or (ii) a "public utility" as
  defined in the Federal Power Act, as amended, or (iii) an
  "investment company" or an "affiliated person" thereof or an
  "affiliated person" of any such "affiliated person," as such
  terms are defined in the Investment Company Act of 1940, as
  amended.
  
       (r)  PRIVATE OFFERING.  Neither the Company nor any
  Subsidiary nor any Affiliate nor agent of the Company or any
  Subsidiary or any Affiliate has offered any of the Notes or any
  similar security of the Company or any Subsidiary for sale to, or
  solicited offers to buy any thereof from, or otherwise approached
  or negotiated with respect thereto with, any prospective
  purchaser other than the Purchaser, which was offered all or a
  portion of the Notes at private sale for investment.  Neither the
  Company nor anyone acting on its authorization will offer the
  Notes or any part thereof or any similar securities for issue or
  sale to, or solicit any offer to acquire any of the same from,
  anyone so as to bring the issuance and sale of the Notes within
  the provisions of Section 5 of the Securities Act.
  
       (s)  EFFECT OF OTHER INSTRUMENTS.  Neither the Company nor
  any Subsidiary is bound by any agreement or instrument or subject
  to any charter or other corporate restriction which materially
  and adversely affects the business, properties, operations, or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole or the Company's ability to perform
  its obligations under this Agreement or the Notes.
  (t)  USE OF PROCEEDS.  The Company will apply the proceeds
  from the sale of the Notes to fund new construction and
  remodeling of Company stores, including land and equipment
  acquisitions for Company stores.  None of the transactions
  contemplated in this Agreement (including, without limitation
  thereof, the use of the proceeds from the sale of the Notes) will
  violate or result in a violation of Section 7 of the Exchange
  Act, or any regulations issued pursuant thereto, including,
  without limitation, Regulations G, T, U and X of the Board of
  Governors of the Federal Reserve System (12 C.F.R., Chapter II). 
  Neither the Company nor any Subsidiary owns or intends to carry
  or purchase any "margin stock" within the meaning of Regulation
  G, and none of the proceeds from the sale of the Notes will be
  used to purchase or carry or refinance any borrowing the proceeds
  of which were used to purchase or carry any "margin stock" or
  "margin security" in violation of Regulations G, T, U or X.
  
       (u)  CONDITION OF PROPERTY.  All of the facilities of the
  Company and its Subsidiaries are in sound operating condition and
  repair except for facilities being repaired in the ordinary
  course of business or facilities which individually or in the
  aggregate are not material to the business, properties,
  operations, or condition, financial or otherwise, of the Company
  and its Subsidiaries taken as a whole.
  
       (v)  BOOKS AND RECORDS.  The Company and each of its
  Subsidiaries (i) maintains books, records and accounts in
  reasonable detail which accurately and fairly reflect its
  transactions and business affairs, and (ii) maintains a system of
  internal accounting controls sufficient to provide reasonable
  assurances that transactions are executed in accordance with
  management's general or specific authorization and to permit
  preparation of financial statements in accordance with generally
  accepted accounting principles.
  
       (w)  FULL DISCLOSURE.  Neither the Company's Annual Report
  on Form 10-K for the year ended April 30, 1995, its Quarterly
  Reports on Form 10-Q for the periods ended July 31, 1995 and
  October 31, 1995 and its Annual Report to Stockholders for the
  year ended April 30, 1995, the financial statements referred to
  in paragraph (d) of this Section 3.1, nor this Agreement, nor any
  other statement or document furnished by the Company to you in
  connection with the negotiation of the sale of the Notes, taken
  together, contain any untrue statement of a material fact or omit
  a material fact necessary to make the statements contained therein or 
  herein not misleading in light of the circumstances
  under which they were made.  There is no fact known, or which,
  with reasonable diligence would be known, by the Company which
  the Company has not disclosed to you in the aforementioned
  documents or in writing which has a material adverse effect on
  or, so far as the Company can now foresee, will have a material
  adverse effect on the business, Property, operations or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole or the ability of the Company to
  perform its undertakings under and in respect of this Agreement
  and the Notes.
  (x)  ENVIRONMENTAL COMPLIANCE.  Other than as disclosed in
  the Company's Annual Report on Form 10-K for the year ended April
  30, 1995 and in the Company's Quarterly Reports for the quarters
  ended July 31, 1995 and October 31, 1995, the Company and each of
  its Subsidiaries (i) is in compliance in all material respects
  with all applicable environmental, transportation, health and
  safety statutes and regulations, including, without limitation,
  regulations promulgated under the Resource Conservation and
  Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., and (ii) has not
  acquired, incurred or assumed, directly or indirectly, any
  material contingent liability in connection with the release or
  storage of any toxic or hazardous waste or substance into the
  environment.  Other than as disclosed in the Company's Annual
  Report on Form 10-K for the year ended April 30, 1995 and in the
  Company's Quarterly Reports for the quarters ended July 31, 1995
  and October 31, 1995, neither the Company nor any Subsidiary has
  acquired, incurred or assumed, directly or indirectly, any
  material contingent liability in connection with a release or
  other discharge of any hazardous, toxic or waste material,
  including petroleum, on, in, under or into the environment
  surrounding any property owned, used or leased by it.
  
       (y)  OUTSTANDING INDEBTEDNESS.  Except as set forth in Annex
  II, the Company and its Subsidiaries have no outstanding
  Indebtedness.  There exists no default under the provisions of
  any instrument evidencing such Indebtedness or of any agreement
  relating thereto.
  
       3.2  REPRESENTATIONS OF THE PURCHASER.  As an inducement to,
  and as part of the Company's consideration for the sale of the
  Notes pursuant to this Agreement, you represent, and in entering
  into this Agreement the Company understands, that (i) you are an
  Institutional Holder, (ii) you are acquiring Notes for the purpose of 
  investment and for your own account and not with a view to the 
  distribution thereof; provided that the disposition
  of your property shall at all times be and remain within your
  control, subject, however, to compliance with Federal and state
  securities laws.  You acknowledge that the Notes have not been
  registered under the Securities Act or the laws of any state and
  you understand that the Notes must be held indefinitely unless
  they are subsequently registered under the Securities Act or an
  exemption from such registration is available.  You have been
  advised that the Company does not contemplate registering, and is
  not legally required to register, the Notes under the Securities
  Act or applicable state law.
  You further represent that either: (i) no part of the funds
  to be used by you to purchase the Notes will constitute assets
  allocated to any separate account maintained by you; or (ii) no
  part of the funds to be used by you to purchase the Notes will
  constitute assets allocated to any separate account maintained by
  you such that the application of such funds will constitute a
  prohibited transaction under Section 406 of ERISA; or (iii) all
  or a part of such funds will constitute assets of one or more
  separate accounts maintained by you, and you have disclosed to
  the Company the names of such employee benefit plans whose assets
  in such separate account or accounts exceed 10% of the total
  assets or are expected to exceed 10% of the total assets of such
  account or accounts as of the date of such purchase and the
  Company has advised you in writing that the Company is not a
  party-in-interest nor are the Notes employer securities with
  respect to the particular employee benefit plans disclosed to the
  Company by you as aforesaid (for the purpose of this clause
  (iii), all employee benefit plans maintained by the same employer
  or employee organization are deemed to be a single plan).  As
  used herein, the terms "separate account," "party-in-interest,"
  "employer securities," and "employee benefit plan" have the
  meanings assigned to them in ERISA.
  
  SECTION 4.     CLOSING CONDITIONS
  
       Your obligation to purchase the Notes on the Closing Date
  shall be subject to the performance by the Company of its
  agreements hereunder which are to be performed at or prior to the
  time of delivery of the Notes, and to the following conditions to
  be satisfied on or before the Closing Date:
  
       4.1  REPRESENTATIONS AND WARRANTIES.  The representations
  and warranties of the Company contained in this Agreement or
  otherwise made in writing in connection herewith shall be true
  and correct on or as of the Closing Date and the Company shall
  have delivered to you a certificate to such effect, dated the
  Closing Date and executed by the President or the chief financial
  officer of the Company.
  
       4.2  LEGAL OPINIONS.  You shall have received from Gardner,
  Carton & Douglas, who is acting as your special counsel in this
  transaction, and from Ahlers, Cooney, Dorweiler, Haynie, Smith &
  Allbee, P.C., special counsel for the Company, their respective
  opinions, dated as of such Closing Date, in form and substance
  satisfactory to you and covering substantially the matters set
  forth or provided in the attached Exhibit B.
  4.3  EVENTS OF DEFAULT.  No event shall have occurred and be
  continuing on the Closing Date which would constitute an Event of
  Default, as defined in Section 8.1, or with notice or lapse of
  time or both would become such an Event of Default, and the
  Company shall have delivered to you a certificate to such effect,
  dated the Closing Date and executed by the President or the chief
  financial officer of the Company.
  
       4.4  PAYMENT OF FEES AND EXPENSES.  The Company shall have
  paid all reasonable fees, expenses, costs and charges, including
  the fees and expenses of your special counsel, incurred by you
  through the Closing Date and incident to the proceedings in
  connection with, and transactions contemplated by, this Agreement
  and the Notes.
  
       4.5  ACCOUNTANTS' LETTER.  You shall have received a letter
  from the Company's independent certified public accountants
  acknowledging that you may rely on their opinion accompanying the
  audited financial statements referred to in Section 3.1(d).
  
       4.6  LEGALITY OF INVESTMENT.  Your acquisition of the Notes
  shall constitute a legal investment as of the Closing Date under
  the laws and regulations of each jurisdiction to which you may be
  subject (without resort to any "basket" or "leeway" provision
  which permits the making of an investment without restriction as
  to the character of the particular investment being made), and
  such acquisition shall not subject you to any penalty or other
  onerous condition in or pursuant to any such law or regulation.
  
       4.7  PRIVATE PLACEMENT NUMBER.  A private placement number
  shall have been obtained from Standard & Poor's Corporation.
  
       4.8  PROCEEDINGS AND DOCUMENTS.  All proceedings taken in
  connection with the transactions contemplated by this Agreement,
  and all documents necessary to the consummation of such
  transactions shall be satisfactory in form and substance to you
  and your special counsel, and you and your special counsel shall
  have received copies (executed or certified as may be
  appropriate) of all legal documents or proceedings which you and
  they may reasonably request.
  
  SECTION 5.     INTERPRETATION OF AGREEMENT
  
       5.1  CERTAIN TERMS DEFINED.  The terms hereinafter set forth
  when used in this Agreement shall have the following meanings:
  
       AFFILIATE - Any Person (other than a Subsidiary) (i) which
  directly or indirectly through one or more intermediaries
  controls, or is controlled by, or is under common control with,
  the Company, (ii) which beneficially owns or holds 5% or more of
  any class of the Voting Stock of the Company or any Subsidiary or
  (iii) 5% or more of the Voting Stock (or in the case of a Person
  which is not a corporation, 5% of the equity interest) of which
  is beneficially owned or held by the Company or a Subsidiary. 
  The term "control" means the possession, directly or indirectly,
  of the power to direct or cause the direction of the management
  and policies of a Person, whether through the ownership of voting
  securities, by contract or otherwise.
  AGREEMENT  - As defined in Section 1.1.
  
       CAPITALIZED LEASE - Any lease the obligation for Rentals
  with respect to which, in accordance with generally accepted
  accounting principles, would be required to be capitalized on a
  balance sheet of the lessee or for which the amount of the asset
  and liability thereunder, as if so capitalized, would be required
  to be disclosed in a note to such balance sheet.
  
       CLOSING DATE - As defined in Section 1.2.
  
       CODE - As defined in Section 3.1(h).
  
       CONSOLIDATED ADJUSTED NET INCOME - For any period, the gross revenues 
  of the Company and its Subsidiaries for such period less
  all expenses and other proper charges (including taxes on
  income), determined on a consolidated basis after eliminating
  earnings or losses attributable to outstanding minority
  interests, but excluding in any event:
  
       (a)  any gains or losses on the sale or other disposition of
  any Property;
  
       (b)  the proceeds of any life insurance policy;
       (c)  net earnings and losses of any Subsidiary accrued prior
  to the date it became a Subsidiary;
  
       (d)  net earnings and losses of any corporation (other than
  a Subsidiary), substantially all the assets of which have been
  acquired in any manner by the Company or any Subsidiary, realized
  by such corporation prior to the date of such acquisition;
  
       (e)  net earnings and losses of any corporation (other than
  a Subsidiary) with which the Company or a Subsidiary shall have
  consolidated or which shall have merged into or with the Company
  or a Subsidiary prior to the date of such consolidation or
  merger;
  
       (f)  net earnings of any business entity (other than a
  Subsidiary) in which the Company or any Subsidiary has an
  ownership interest unless such net earnings shall have actually
  been received by the Company or such Subsidiary in the form of
  cash distributions or readily marketable securities;
  
       (g)  any portion of the net earnings of any Subsidiary which
  for any reason is unavailable for payment of dividends to the
  Company or any other Subsidiary;
  (h)  earnings resulting from any reappraisal, revaluation or
  write-up of assets;
  
       (i)  any deferred or other credit representing any excess of
  the equity in any Subsidiary at the date of acquisition thereof
  over the amount invested in such Subsidiary;
  
       (j)  any gain arising from the acquisition of any securities
  of the Company or any Subsidiary; 
  
       (k)  any reversal of any contingency reserve, except to the extent 
  that provision for such contingency reserve shall have
  been made from income arising during such fiscal period or during
  the period consisting of the four consecutive fiscal quarters
  immediately following the end of such fiscal period; and
  
       (l)  any other extraordinary gain.
  
       CONSOLIDATED CURRENT LIABILITIES - The current liabilities
  of the Company and its Subsidiaries determined in accordance with
  generally accepted accounting principles.
  
       CONSOLIDATED INCOME AVAILABLE FOR FIXED CHARGES - For any
  period, the sum (without duplication) of (i) Consolidated
  Adjusted Net Income for such period, plus (ii) (to the extent
  deducted in determining Consolidated Adjusted Net Income), all
  provisions for any federal, state, or other income taxes made by
  the Company and its Subsidiaries during such period and (iii)
  Consolidated Fixed Charges for such period.
  
       CONSOLIDATED FIXED CHARGES - Except as provided in the
  succeeding sentence, for any period, the sum of (i) interest
  expense on all Indebtedness (including the interest component of
  Rentals under Capitalized Leases and capitalized interest), of
  the Company and its Subsidiaries on a consolidated basis for such
  period plus (ii) Rentals of the Company and its Subsidiaries
  under all leases other than Capitalized Leases for such period. 
  For purposes of the calculation set forth in the preceding
  sentence, until February 1, 1996, all interest income of the
  Company and its Subsidiaries, determined in accordance with
  generally accepted accounting principles, earned during any
  applicable period shall reduce, on a dollar for dollar basis, the
  amount of interest expense described in (i) of the preceding
  sentence.
  
       CONSOLIDATED INDEBTEDNESS.  All Indebtedness outstanding as
  of any date of the Company and its Subsidiaries on a consolidated
  basis.
  
       CONSOLIDATED NET TANGIBLE ASSETS - The total assets of the
  Company and its Subsidiaries determined in accordance with
  generally accepted accounting principles minus (i) all goodwill,
  trade names, trademarks, patents, organization expense,
  unamortized debt discount and similar intangibles properly
  classified as "intangibles" in accordance with generally accepted
  accounting principles and (ii) Consolidated Current Liabilities.
  CONSOLIDATED TANGIBLE NET WORTH - Stockholders' equity of
  the Company and its Subsidiaries on a consolidated basis,
  determined in accordance with generally accepted accounting
  principles less all goodwill, trade names, trademarks, patents,
  organization expense, unamortized debt discount and similar
  intangibles properly classified as intangibles in accordance with
  generally accepted accounting principles.
  
       CONSOLIDATED TOTAL CAPITALIZATION - The sum of (i)
  Consolidated Tangible Net Worth and (ii) Consolidated
  Indebtedness.
  
       DEFAULT - An event or condition the occurrence or existence
  of which would, with the lapse of time or the giving of notice or
  both, become an Event of Default.
  
       DETERMINATION DATE - The day 2 days before the date fixed
  for a prepayment pursuant to a notice required by Sections 2.2(b)
  or 2.3 or the day 2 days before the date of declaration pursuant
  to Section 8.2.
  
       ERISA - As defined in Section 3.1(h).
  
       EVENT OF DEFAULT - As defined in Section 8.1.
  
       EXCHANGE ACT - The Securities Exchange Act of 1934, as
  amended, and as it may be further amended from time to time.
  
       FUNDED DEBT - All Indebtedness owed or guaranteed which by
  its terms matures more than one year from its date of creation or
  which may be renewed or extended at the option of the obligor for
  more than a year from such date, whether or not theretofore
  renewed or extended, including current maturities of such
  obligations.
  
       GUARANTIES - All obligations (other than endorsements in the
  ordinary course of business of negotiable instruments for deposit
  or collection) of a Person guaranteeing or, in effect,
  guaranteeing any Indebtedness, dividend or other obligation, of
  any other Person in any manner, whether directly or indirectly,
  including, without limitation, all obligations incurred through
  an agreement, contingent or otherwise, by such Person:  (i) to
  purchase such Indebtedness or obligation or any property or
  assets constituting security therefor, (ii) to advance or supply
  funds (x) for the purchase or payment of such Indebtedness or obligation, 
  (y) to maintain working capital or other balance sheet condition or 
  otherwise to advance or make available funds for the purchase or payment 
  of such Indebtedness or obligation, (iii) to lease property or to 
  purchase securities or other property or services primarily for the 
  purpose of assuring the owner of such Indebtedness or obligation, or
  (iv) otherwise to assure the owner of the Indebtedness or obligation 
  against loss in respect thereof.  For the purposes of all computations made
  under this Agreement, a Guaranty in respect of any Indebtedness
  for borrowed money shall be deemed to be Indebtedness equal to
  the principal amount of such Indebtedness for borrowed money
  which has been guaranteed, and a Guaranty in respect of any other
  obligation or liability or any dividend shall be deemed to be
  Indebtedness equal to the maximum aggregate amount of such
  obligation, liability or dividend.
  
       INDEBTEDNESS - (i) All items of borrowed money, including
  Capitalized Leases, which in accordance with generally accepted
  accounting principles would be included in determining total
  liabilities as shown on the liability side of a balance sheet as
  of the date at which Indebtedness is to be determined, plus (ii)
  all Guaranties (other than Guaranties of Indebtedness of the
  Company by a Subsidiary or of a Subsidiary by the Company),
  letters of credit and endorsements (other than of notes, bills
  and checks presented to banks for collection or deposit in the
  ordinary course of business), in each case to support
  Indebtedness of other Persons.
  
       INSTITUTIONAL HOLDER - Any bank, trust company, insurance
  company, pension fund, mutual fund or other similar financial
  institution, including, without limiting the foregoing, any
  "qualified institutional buyer" within the meaning of Rule 144A
  under the Securities Act, which is or becomes a holder of any
  Note.
  
       INVESTMENTS - All investments made, in cash or by delivery
  of property, directly or indirectly, in any Person, whether by
  acquisition of shares of capital stock, indebtedness or other
  obligations or securities or by loan, advance, capital
  contribution or otherwise.
  
       LIEN - Any mortgage, pledge, security interest, encumbrance,
  lien or charge of any kind, including any agreement to grant any
  of the foregoing, any conditional sale or other title retention
  agreement, any lease in the nature thereof, and the filing of or 
  agreement to file any financing statement under the Uniform
  Commercial Code of any jurisdiction in connection with any of the
  foregoing.
  NOTEHOLDER - Any holder of a Note.
  
       NOTES - As defined in Section 1.1.
  
       PBGC - As defined in Section 3.1(h).
  
       PLAN - As defined in Section 3.1(h).
  
       PERSON - Any individual, corporation, partnership, joint
  venture, association, joint-stock company, trust, unincorporated
  organization or government or any agency or political subdivision
  thereof.
  
       PERMITTED INVESTMENTS - Any Investment consisting solely of
  the following:
  
       (a)  Investments made in the ordinary course of business in
  Property and assets to be used in the ordinary course of business
  of the Company and its Subsidiaries;
  
       (b)  Investments in direct obligations of the United States
  or any instrumentality or agency thereof the obligations of which
  are fully guaranteed by the government of the United States;
  
       (c)  Investments in certificates of deposit and banker's
  acceptances issued by a bank organized under the laws of the
  United States or any state thereof, having capital, surplus and
  undivided profits aggregating at least $100,000,000 and whose
  long-term corporate debt is, at the time of acquisition thereof
  by the Company, accorded a rating of "A" or better by Moody's
  Investors Service, Inc., or "A" or better by Standard & Poor's
  Corporation;
  
       (d)  Investments in debt securities issued by any
  corporation organized under the laws of the United States or any
  state thereof whose long-term corporate debt is, at the time of
  acquisition thereof, accorded a rating of "A" or better by
  Moody's Investors Service, Inc. or "A" or better by Standard &
  Poor's Corporation;
  
       (e)  Investments in commercial paper issued by any corporation 
  organized under the laws of the United States or any
  state thereof, rated in the highest category by Moody's Investors
  Service, Inc. or Standard & Poor's Corporation;
  
       (f)  Investments in money market funds registered under the
  Investment Company Act of 1940 which invest in securities which,
  in the aggregate, have an average rating of "A" or better (or an
  equivalent) by Moody's Investors Services, Inc. or Standard &
  Poor's Corporation;
  
       (g)  Investments in tax-exempt municipal obligations issued
  by governmental entities located in the United States maturing
  not more than one year from the date of issue and which bear at
  least a "VMIG-1" by Moody's Investors Services, Inc. or "A-1" by
  Standard & Poor's Corporation rating; and
  (h)  Investments in tax-exempt municipal obligations issued
  by governmental entities located in the United States maturing
  more than one year from the date of issue and which bear at least
  a rating of "A-" or better by Moody's Investors Services, Inc. or
  "A-" or better by Standard & Poor's Corporation.
  
       PROPERTY - Any real or personal or tangible or intangible
  asset.
  
       REINVESTMENT YIELD - The sum of (i) the yield set forth on
  page "USD" of the Bloomberg Financial Markets Service at 11:00
  a.m., Central Time on the Determination Date opposite the
  maturity of the U.S. Treasury Security corresponding to the
  Weighted Average Life to Maturity, rounded to the nearest month
  (or, in the absence of availability of the Bloomberg Financial
  Markets Service, the arithmetic mean of the rates, published for
  the 5 business days preceding the applicable Determination Date,
  in the weekly statistical release designated H.15 (519) (or any
  successor publication) of the Board of Governors of the Federal
  Reserve System under the caption "U.S. Government
  Securities-Treasury Constant Maturities" opposite the maturity
  corresponding to the Weighted Average Life to Maturity, rounded
  to the nearest month) of the principal amount of the Notes to be
  prepaid, plus (ii) .50 of 1% with respect to Notes to be prepaid
  pursuant to Section 2.2(a) or Notes the payment of which has been
  accelerated with premium pursuant to Section 8.2.  If no maturity
  exactly corresponding to such rounded Weighted Average Life to
  Maturity shall appear therein, yields for the two most closely
  corresponding published maturities (one of which occurs prior and the 
  other subsequent to the Weighted Average Life to Maturity)
  shall be calculated pursuant to the foregoing sentence and the
  Reinvestment Yield shall be interpolated from such yields on a
  straight-line basis (rounding in each of such relevant periods,
  to the nearest month).
  
       RENTALS - As of the date of any determination thereof, all
  fixed payments (including all payments which the lessee is
  obligated to make to the lessor on termination of the lease or
  surrender of the property) payable by the Company or a
  Subsidiary, as lessee or sublessee under a lease of real or
  personal property, but exclusive of any amounts required to be
  paid by the Company or a Subsidiary (whether or not designated as
  rents or additional rents) on account of maintenance, repairs,
  insurance, taxes, assessments, amortization and similar charges. 
  Fixed rents under any so-called "percentage leases" shall be
  computed solely on the basis of the minimum rents, if any,
  required to be paid by the lessee regardless of sales volume or
  gross revenues.
  
       RESPONSIBLE OFFICER - Any Senior Financial Officer or any
  other officer of the Company with responsibility for the
  administration of the relevant portion of this Agreement.
  SECURITIES ACT - The Securities Act of 1933, as amended, and
  as it may be further amended from time to time.
  
       SENIOR FINANCIAL OFFICER - The chief financial officer,
  principal accounting officer, treasurer or comptroller of the
  Company.
       SUBSIDIARY - Any corporation of which more than 50% of the
  outstanding shares of Voting Stock are owned or controlled by the
  Company or one or more Subsidiaries.
  
       VOTING STOCK - Capital stock of any class of a corporation
  having power to vote for the election of members of the board of
  directors of such corporation, or persons performing similar
  functions (whether or not at the time stock of any class shall
  have or might have special voting powers or rights by reason of
  the happening of any contingency).
  
       WEIGHTED AVERAGE LIFE TO MATURITY - As applied to any
  prepayment of principal of the Notes, at any date, the number of
  years obtained by dividing (a) the then outstanding principal
  amount of the Notes to be prepaid into (b) the sum of the products 
  obtained by multiplying (i) the amount of each then remaining 
  installment, sinking fund, serial maturity, or other
  required payment, including payment at final maturity, foregone
  by such prepayment by (ii) the number of years (calculated to the
  nearest 1/12th) which will elapse between such date and the
  making of such payment.
  
       WHOLLY-OWNED - When applied to a Subsidiary, any Subsidiary
  100% of the Voting Stock of which is owned by the Company and/or
  its Wholly-Owned Subsidiaries.
  
       Terms which are defined in other Sections of this Agreement
  shall have the meanings specified therein.
  
       5.2  ACCOUNTING PRINCIPLES.  Where the character or amount
  of any asset or liability or item of income or expense is
  required to be determined or any consolidation or other
  accounting computation is required to be made for the purposes of
  this Agreement, the same shall be done in accordance with
  generally accepted accounting principles in force at the time of
  determination, except where such principles are inconsistent with
  the requirements of this Agreement.
  
       5.3  VALUATION PRINCIPLES.  Except where indicated expressly
  to the contrary by the use of terms such as "fair value," "fair
  market value" or "market value," each asset, each liability and
  each capital item of any Person, and any quantity derivable by a
  computation involving any of such assets, liabilities or capital
  items, shall be taken at the net book value thereof for all
  purposes of this Agreement.  "Net book value", with respect to
  any asset, liability or capital item of any Person shall mean the
  amount at which the same is recorded or, in accordance with
  generally accepted accounting principles, should have been
  recorded in the books of account of such Person, as reduced by
  any reserves which have been or, in accordance with generally
  accepted accounting principles, should have been set aside with
  respect thereto, without giving effect to any write-up,
  write-down or write-off, relating thereto which was made after
  the date of this Agreement.
  5.4  DIRECT OR INDIRECT ACTIONS.  Where any provision in
  this Agreement refers to action to be taken by any Person, or
  which such Person is prohibited from taking, such provision shall
  be applicable whether the action in question is taken directly or
  indirectly by such Person.
  
  SECTION 6.     AFFIRMATIVE COVENANTS
  
       The Company agrees that, for so long as any amount remains
  unpaid on any Note:
  
       6.1  CORPORATE EXISTENCE.  The Company will maintain and
  preserve, and will cause each Subsidiary to maintain and
  preserve, its corporate existence and right to carry on its
  business and use, and cause each Subsidiary to use, its best
  efforts to maintain, preserve, renew and extend all of its
  rights, powers, privileges and franchises necessary to the proper
  conduct of its business; provided, however, that the foregoing
  shall not prevent any transaction permitted by Sections 7.5 or
  7.6.
  
       6.2  INSURANCE.  The Company will insure and keep insured at
  all times all of its properties and all of its Subsidiaries'
  properties which are of an insurable nature and of the character
  usually insured by companies operating similar properties,
  against loss or damage by fire and from other causes customarily
  insured against by companies engaged in similar businesses in
  such amounts as are usually insured against by such companies. 
  The Company also will maintain for itself and its Subsidiaries at
  all times with financially sound and reputable insurers adequate
  insurance against loss or damage from such hazards and risks to
  the person and property of others as are usually insured against
  by companies operating properties similar to the properties of
  the Company and its Subsidiaries.  All such insurance shall be
  carried with financially sound and reputable insurers accorded a
  rating of A-XII or better by A.M. Best Company, Inc. 
  Notwithstanding the foregoing, the Company's self-insurance
  program with respect to property damage and workers compensation,
  as described in Annex IV hereto, shall satisfy the requirements
  of this Section 6.2.  A summary of insurance presently in force
  is contained in the attached Annex IV.
  
       6.3  TAXES, CLAIMS FOR LABOR AND MATERIALS.  The Company
  will pay and discharge when due, and will cause each Subsidiary
  to pay and discharge when due, all taxes, assessments and
  governmental charges or levies imposed upon it or its property or
  assets, or upon properties leased by it (but only to the extent
  required to do so by the applicable lease), prior to the date on
  which penalties attach thereto, and all lawful claims which, if
  unpaid, might become a Lien upon its property or assets, provided that 
  neither the Company nor any Subsidiary shall be required to
  pay any such tax, assessment, charge, levy or claim, the payment
  of which is being contested in good faith and by proper
  proceedings that will stay the forfeiture or sale of any property
  and with respect to which adequate reserves are maintained in
  accordance with generally accepted accounting principles.
  
       6.4  MAINTENANCE OF PROPERTIES.  The Company will maintain,
  preserve and keep, and will cause each Subsidiary to maintain,
  preserve and keep, its properties (whether owned in fee or a
  leasehold interest) in good repair and working order, ordinary
  wear and tear excepted, and from time to time will make all
  necessary repairs, replacements, renewals and additions.
  6.5  MAINTENANCE OF RECORDS.  The Company will keep, and
  will cause each Subsidiary to keep, at all times proper books of
  record and account in which full, true and correct entries will
  be made of all dealings or transactions of or in relation to the
  business and affairs of the Company or such Subsidiary, in
  accordance with generally accepted accounting principles
  consistently applied throughout the period involved (except for
  such changes as are disclosed in such financial statements or in
  the notes thereto and concurred with by the independent certified
  public accountants), and the Company will, and will cause each
  Subsidiary to, provide reasonable protection against loss or
  damage to such books of record and account. 
  
       6.6  FINANCIAL INFORMATION AND REPORTS.  The Company will
  furnish to you and to any other Institutional Holder (in
  duplicate if you or such other holder so request), the following:
  
       (a)  As soon as available and in any event within 60 days
  after the end of each of the first three quarterly accounting
  periods of each fiscal year of the Company, a consolidated
  balance sheet of the Company and its Subsidiaries as of the end
  of such period and consolidated statements of earnings and cash
  flows of the Company and its Subsidiaries for the periods
  beginning on the first day of such fiscal year and the first day
  of such quarterly accounting period and ending on the date of
  such balance sheet, setting forth in comparative form the
  corresponding consolidated figures for the corresponding periods
  of the preceding fiscal year, all in reasonable detail prepared
  in accordance with generally accepted accounting principles
  consistently applied throughout the period involved (except for
  changes disclosed in such financial statements or in the notes thereto and 
  concurred with by the Company's independent certified
  public accountants) and certified by the chief financial officer
  or chief accounting officer of the Company (i) outlining the
  basis of presentation, and (ii) stating that the information
  presented in such statements presents fairly the financial
  condition of the Company and its Subsidiaries and the results of
  operations for the period, subject to customary year-end audit
  adjustments; provided that so long as the Company shall file a
  quarterly report on Form 10-Q or any similar form with the
  Securities and Exchange Commission or any successor agency which
  contains the information set forth in this paragraph (a) (except
  that the balance sheet need not be in comparative form), the
  requirements of this paragraph (a) shall be satisfied by
  forwarding Form 10-Q to the holder of the Notes within such
  60-day period;
  (b)  As soon as available and in any event within 120 days
  after the last day of each fiscal year a consolidated and a
  consolidating balance sheet of the Company and its Subsidiaries
  as of the end of such fiscal year and the related audited
  consolidated and consolidating statements of earnings,
  stockholders' equity and cash flows for such fiscal year, in each
  case setting forth in comparative form figures for the preceding
  fiscal year, all in reasonable detail, prepared in accordance
  with generally accepted accounting principles consistently
  applied throughout the period involved (except for changes
  disclosed in such financial statements or in the notes thereto
  and concurred with by independent certified public accountants)
  and accompanied by a report as to the consolidated balance sheet
  and the related consolidated statements of KPMG Peat Marwick LLP
  or any firm of independent public accountants of recognized
  national standing selected by the Company to the effect that such
  financial statements have been prepared in conformity with
  generally accepted accounting principles and present fairly, in
  all material respects, the financial condition of the Company and
  its Subsidiaries and that the examination of such financial
  statements by such accounting firm has been made in accordance
  with generally accepted auditing standards; provided that so long
  as the Company shall file an annual report on Form 10-K or any
  similar form with the Securities and Exchange Commission or any
  successor agency which contains the information set forth in this
  paragraph (b), the requirements of this paragraph (b) shall be
  satisfied by forwarding Form 10-K to the holder of the Notes
  within such 120-day period;
  
       (c)  Together with the financial statements delivered
  pursuant to paragraphs (a) and (b) of this Section 6.6, a
  certificate of the chief financial officer or chief accounting
  officer, (i) to the effect that such officer has re-examined the
  terms and provisions of this Agreement and that at the date of
  such certificate, during the periods covered by such financial
  reports and as of the end of such periods, the Company is not, or
  was not, in default in the fulfillment of any of the terms,
  covenants, provisions and conditions of this Agreement and that
  no Event of Default, or event which, with the lapse of time or
  the giving of notice, or both, would become an Event of Default,
  is occurring or has occurred as of the date of such certificate,
  during such periods and as of the end of such periods, or if the
  signer is aware of any such default, event or Event of Default,
  he shall disclose in such statement the nature thereof, its
  period of existence and what action, if any, the Company has
  taken or proposes to take with respect thereto, and (ii) stating
  whether the Company is in compliance with Sections 7.1 through
  7.10 and setting forth, in sufficient detail, the information and
  computations required to establish whether or not the Company was
  in compliance with the requirements of Sections 7.1, 7.2, 7.3,
  7.4 and 7.6 during the periods covered by the financial reports
  then being furnished and as of the end of such periods;
  (d)  Together with the financial reports delivered pursuant
  to paragraph (b) of this Section 6.6, a certificate of the
  independent certified public accountants (i) stating that in
  making the examination necessary for expressing an opinion on
  such financial statements, nothing came to their attention that
  caused them to believe that there is in existence or has occurred
  any Event of Default hereunder, or any event (the occurrence of
  which is ascertainable by accountants in the course of normal
  audit procedures) which, with the lapse of time or the giving of
  notice, or both, would become an Event of Default hereunder or,
  if such accountants shall have obtained knowledge of any such
  event or Event of Default, describing the nature thereof and the
  length of time it has existed and (ii) acknowledging that holders
  of the Notes may rely on their opinion on such financial
  statements;
  
       (e)  Within 15 days after any vice president or internal
  counsel of the Company obtains knowledge thereof, notice of any
  litigation not fully covered by insurance or any governmental
  proceeding pending against the Company or any Subsidiary in which
  the damages sought exceed $2,000,000 or which might otherwise materially 
  adversely affect the business, property, operations or
  condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole;
  
       (f)  As soon as available, copies of each financial
  statement, notice, report and proxy statement which the Company
  shall furnish to its stockholders generally; copies of each
  registration statement and periodic report which the Company may
  file with the Securities and Exchange Commission, and any other
  similar or successor agency of the Federal government
  administering the Securities Act, the Exchange Act or the Trust
  Indenture Act of 1939, as amended; copies of each report relating
  to the Company or its securities which the Company may file with
  any securities exchange on which any of the Company's securities
  may be registered; copies of any orders in any proceedings in
  which a claim exceeds $2,000,000 or in which the Company's
  liability may exceed $2,000,000 to which the Company or any of
  its Subsidiaries is a party, issued by any governmental agency,
  Federal or state, having jurisdiction over the Company or any of
  its Subsidiaries; and, except at such times as the Company is a
  reporting company under Section 13 or 15(d) of the Exchange Act
  or has complied with the requirements for the exemption from
  registration under the Exchange Act set forth in Rule 12g-3-2(b),
  such financial or other information as any holder of the Notes
  may reasonably determine is required to permit such holder to
  comply with the requirements of Rule 144A under the Securities
  Act in connection with the resale by it of the Notes;
  
       (g)  As soon as available, a copy of each other report
  submitted to the Company or any Subsidiary by independent
  accountants retained by the Company or any Subsidiary in
  connection with any interim or special audit made by them of the
  books of the Company or any Subsidiary; and
  (h)  Such additional information as you or such other
  Institutional Holder of the Notes may reasonably request
  concerning the Company and its Subsidiaries.
  
       6.7  INSPECTION OF PROPERTIES AND RECORDS.  The Company will
  allow, and will cause each Subsidiary to allow, any
  representative of you or any other Institutional Holder, so long
  as you or such other Institutional Holder holds any Note, at your
  expense, to visit and inspect any of its properties, to examine
  its books of record and account and to discuss its affairs,
  finances and accounts with its officers and its public accountants 
  (and upon 24 hours notice to the Company, the Company
  shall authorize such accountants to discuss with you or such
  Institutional Holder its affairs, finances and accounts), all at
  such reasonable times and as often as you or such Institutional
  Holder may reasonably request.  So long as an Event of Default or
  an event which, with the passage of time or the giving of notice,
  or both, would become an Event of Default has occurred and is
  continuing, the Company agrees to pay the costs of any
  inspections made pursuant to this Section 6.7.
  
       6.8  ERISA.  (a) The Company agrees that all assumptions and
  methods used to determine the actuarial valuation, if any, of
  employee benefits, both vested and unvested, under any Plan of
  the Company or any Subsidiary, and each such Plan, whether now
  existing or adopted after the date hereof, will comply in all
  material respects with ERISA and other applicable laws.
  
       (b)  The Company will not at any time permit any Plan
  established, maintained or contributed to by it or any Subsidiary
  or "affiliate" (as defined in Section 407(d)(7) of ERISA) to:
  
            (i)  engage in any "prohibited transaction" as such
  term is defined in Section 4975 of the Code or in Section 406 of
  ERISA;
       
            (ii) incur any "accumulated funding deficiency" as such
  term is defined in Section 302 of ERISA, whether or not waived;
  or
       
            (iii)     be terminated under circumstances which are
  likely to result in the imposition of a lien on the property of
  the Company or any Subsidiary pursuant to Section 4068 of ERISA,
  if and to the extent such termination is within the control of
  the Company; if the event or condition described in clauses (i),
  (ii) or (iii) above is likely to subject the Company or any
  Subsidiary or ERISA affiliate to a liability.
  
       (c)  Upon the request of you or any other Institutional
  Holder, the Company will furnish a copy of the annual report of
  each Plan (Form 5500) required to be filed with the Internal
  Revenue Service.  Copies of annual reports shall be delivered no
  later than 30 days after the later of the date such report has
  been filed with the Internal Revenue Service or the date the copy
  is requested.
  (d)  Promptly upon the occurrence thereof, the Company will
  give you and each other Institutional Holder written notice of
  (i) a reportable event with respect to any Plan; (ii) the
  institution of any steps by the Company, any Subsidiary, any
  ERISA affiliate, the PBGC or any other person to terminate any
  Plan; (iii) the institution of any steps by the Company, any
  Subsidiary, or any ERISA affiliate to withdraw from any Plan;
  (iv) a prohibited transaction in connection with any Plan; (v)
  any material increase in the contingent liability of the Company
  or any Subsidiary with respect to any post-retirement welfare
  liability; or (vi) the taking of any action by the Internal
  Revenue Service, the Department of Labor or the PBGC with respect
  to any of the foregoing which, in any of the events specified
  above, would result in any material liability of the Company or
  any of its Subsidiaries.
  
       6.9  COMPLIANCE WITH LAWS.  The Company will comply, and
  will cause each Subsidiary to comply, with all laws, rules and
  regulations relating to its or their respective businesses, other
  than laws, rules and regulations the failure to comply with which
  or the sanctions and penalties resulting therefrom, individually
  or in the aggregate, would not have a material adverse effect on
  the business, property, operations, or condition, financial or
  otherwise, of the Company or such Subsidiary, and would not
  result in the creation of a Lien which, if incurred in the
  ordinary course of business, would not be permitted by Section
  7.4 on any of the property of the Company or any Subsidiary;
  provided, however, that the Company and its Subsidiaries shall
  not be required to comply with laws, rules and regulations the
  validity or applicability of which are being contested in good
  faith by the Company or, in the case of Chapter 523H of the 1995
  Code of Iowa, as amended, by other parties, and by appropriate
  proceedings; provided that the failure to comply with such laws,
  rules or regulations would not have a material adverse effect on
  the business, properties, operations, assets or condition,
  financial or otherwise, of the Company and its Subsidiaries taken
  as a whole.
  
       6.10 ACQUISITION AND CANCELLATION OF NOTES.  (a) Neither the
  Company nor any Subsidiary or Affiliate, directly or indirectly,
  will repurchase or offer to repurchase or offer to repurchase any
  Notes unless the offer is made to purchase Notes pro rata from
  all holders at the same time and on the same terms.
  
       (b)  The Company will forthwith cancel any Notes in any manner or 
  at any time acquired by the Company or any Subsidiary
  or Affiliate and such Notes shall not be deemed to be outstanding
  for any of the purposes of this Agreement or the Notes.
  6.11 PRIVATE PLACEMENT NUMBER.  The Company consents to the
  filing of copies of this Agreement with Standard & Poor's
  Corporation and the National Association of Insurance
  Commissioners to obtain a private placement number.
  
  SECTION 7.     NEGATIVE COVENANTS
  
       The Company agrees that, for so long as any amount remains
  unpaid on any Note:
  
       7.1  NET WORTH.  The Company will not, as of the end of any
  fiscal quarter, permit its Consolidated Tangible Net Worth to be
  less than (a) $75,000,000 plus (b) 30% of Consolidated Net Income
  (which for purposes of this clause (b) shall not be less than
  zero) after January 31, 1993.
  
       7.2  INDEBTEDNESS.  The Company will not permit, as of the
  end of any fiscal quarter, Consolidated Indebtedness to exceed
  65% of Consolidated Total Capitalization.
  
       7.3  FIXED CHARGE RATIO.  The Company will not, as of the
  end of any fiscal quarter, permit the ratio of Consolidated
  Income Available for Fixed Charges to Consolidated Fixed Charges
  for the twelve preceding fiscal quarters, calculated on an
  aggregate basis for said period, to be less than 1.5 to 1.0.
  
       7.4  LIENS.  Neither the Company nor any Subsidiary will
  cause or permit or hereafter agree or consent to cause or permit
  in the future (upon the happening of a contingency or otherwise),
  any of its Property, whether now owned or subsequently acquired,
  to be subject to a Lien except:
  
       (a)  Liens securing the payment of taxes, assessments or
  governmental charges or levies or the demands of suppliers,
  mechanics, repairmen, workmen, materialmen, carriers,
  warehousers, landlords and other like Persons, or similar
  statutory Liens, provided that (i) such Liens do not in the
  aggregate materially reduce the value of any Properties subject
  to the Liens or materially interfere with their use in the
  ordinary conduct of the Company's or any Subsidiaries business, 
  (ii) all claims which such Liens secure are not delinquent or are
  being actively contested in good faith and by appropriate
  proceedings and (iii) adequate reserves have been established
  therefor on the books of the Company;
  
       (b)  Liens incurred or deposits made in the ordinary course
  of business (i) in connection with worker's compensation,
  unemployment insurance, social security and other like laws, or
  (ii) to secure the performance of letters of credit, bids,
  tenders, sales contracts, leases, statutory obligations, surety,
  appeal and performance bonds and other similar obligations, in
  each case not incurred in connection with the borrowing of money,
  the obtaining of advances or the payment of the deferred purchase
  price of Property otherwise than permitted by paragraph (e)
  below;
  (c)  Attachment, judgment and other similar Liens arising in
  connection with court proceedings, provided that (i) execution
  and other enforcement are effectively stayed, (ii) all claims
  which the Liens secure are being actively contested in good faith
  and by appropriate proceedings and (iii) adequate reserves have
  been established therefor on the books of the Company, if
  required by generally accepted accounting principles;
  
       (d)  Liens existing as of December 1, 1995, which Liens are
  set forth in Annex III hereto; and
  
       (e)  Other Liens securing Indebtedness incurred after the
  date hereof; provided that the Indebtedness secured by such Liens
  shall not exceed the lesser of the cost or fair market value of
  the Property; and provided, further, that the aggregate amount of
  such Indebtedness secured by Liens permitted by this subparagraph
  (e), shall not, in the aggregate, exceed twenty-five percent
  (25%) of Consolidated Tangible Net Worth.
  
       7.5  MERGER OR CONSOLIDATION.  The Company will not, and
  will not permit any Subsidiary to, merge or consolidate with any
  other Person, except that:
  
       (a)  The Company may consolidate with or merge into any
  Person or permit any other Person to merge into it, provided that
  immediately after giving effect thereto,
  
            (i)  The Company is the successor corporation or, if
  the Company is not the successor corporation, the successor
  corporation is a corporation organized under the laws of a state of the 
  United States of America or the District of Columbia and
  shall expressly assume in writing the Company's obligations under
  the Notes and this Agreement; and
       
            (ii) There shall exist no Event of Default or event
  which, with the passage of time or giving of notice, or both,
  would constitute an Event of Default; 
  
       (b)  Any Subsidiary may (i) merge into the Company or
  another Wholly-Owned Subsidiary or (ii) sell, transfer or lease
  all or any part of its assets to the Company or to another
  Wholly-Owned Subsidiary or (iii) merge into any Person which, as
  a result of such merger, concurrently becomes a Subsidiary,
  provided in each such instance that there shall exist no Event of
  Default or event which, with the passage of time or giving of
  Notice, or both, would constitute an Event of Default.
  
       7.6  SALE OF ASSETS.  During any twelve month period, the
  Company will not, and will not permit any Subsidiary to, sell,
  lease, transfer or otherwise dispose of any assets, in one or a
  series of transactions, other than in the ordinary course of
  business, to any Person, other than to the Company or a
  Wholly-Owned Subsidiary (collectively a "Disposition"), if after
  giving effect to such Disposition, the aggregate book value of
  all Dispositions made during such twelve month period would
  exceed ten percent (10%) of Consolidated Net Tangible Assets as
  of the end of the immediately preceding fiscal quarter.
  7.7  RESTRICTED INVESTMENTS.  The Company shall not, nor
  shall it permit any Subsidiary to, make any Investments except
  Investments in Permitted Investments which comply with each of
  the following portfolio requirements:
  
       (a)  Investments in a single issuer (other than the United
  States government or any agency or instrumentality thereof) shall
  not exceed the greater of (i) eight percent (8%) of the amount of
  total Investments of the Company and its Subsidiaries or (ii)
  $2,500,000;
  
       (b)  Investments in any single money market fund permitted
  by paragraph (e) of the definition of Permitted Investments shall
  not exceed the greater of (i) 20% of the amount of total
  Investments of the Company and its Subsidiaries or (ii)
  $2,500,000;
  
       (c)  No more than 50% of total Investments of the Company
  and its Subsidiaries shall mature more than one year from the
  date of acquisition thereof; and
  
       (d)  No more than 25% of total Investments of the Company
  and its Subsidiaries shall have maturities of 18 months to three
  (3) years from the date of acquisition thereof.
  
  Notwithstanding the foregoing, in the event that Investments of
  the Company and its Subsidiaries are less than $1,000,000 in the
  aggregate, the foregoing portfolio requirements as set forth in
  subparagraph (a) through (d) above shall not apply.
  
       7.8  CHANGE IN BUSINESS.  Neither the Company nor any
  Subsidiary (whether now existing or hereafter acquired or
  organized) will engage in any business substantially different
  from the business presently conducted by the Company and its
  Subsidiaries.
  
       7.9  TRANSACTIONS WITH AFFILIATES.  The Company will not,
  and will not permit any Subsidiary to, enter into any transaction
  (including the furnishing of goods or services) with an Affiliate
  except in the ordinary course of business as presently conducted
  and on terms and conditions no less favorable to the Company or
  such Subsidiary than would be obtained in a comparable
  arm's-length transaction with a Person not an Affiliate.
  
       7.10 CONSOLIDATED TAX RETURNS.  The Company will not file,
  or consent to the filing of, any consolidated Federal income tax
  return with any Person other than a Subsidiary, except to the
  extent that the Company is required under the Code to do
  otherwise.
  SECTION 8.     EVENTS OF DEFAULT AND REMEDIES THEREFOR
  
       8.1  NATURE OF EVENTS.  An "Event of Default" shall exist if
  any one or more of the following occurs:
  
       (a)  Default in the payment of interest on any of the Notes
  when due and such default shall continue for a period of three
  days;
  
       (b)  Default in the payment of the principal of any of the
  Notes or the premium thereon, if any, at maturity, upon acceleration of 
  maturity or at any date fixed for prepayment;
  
       (c)  Default shall occur (i) in the payment of the principal
  of, premium, or interest on any other Indebtedness of the Company
  or its Subsidiaries, aggregating in excess of $2,000,000 as and
  when due and payable (whether by lapse of time, declaration, call
  for redemption or otherwise), (ii) under any mortgage, agreement
  or other instrument of the Company or any Subsidiary securing
  such Indebtedness or under or pursuant to which such Indebtedness
  aggregating in excess of $2,000,000 is issued, (iii) under any
  leases other than Capitalized Leases of the Company or any
  Subsidiary, with aggregate Rentals in excess of $2,000,000 or
  (iv) with respect to any combination of the foregoing involving
  Indebtedness and/or Rentals aggregating in excess of $2,000,000
  regardless of whether such defaults would be Events of Default
  hereunder, and (x) any such defaults with respect to the payment
  of money shall continue, unless waived, beyond the period of
  grace, if any, allowed with respect thereto and, (y) solely in
  the case of any default not involving the payment of money, the
  sums due thereunder shall have been accelerated and such
  acceleration shall not have been annulled;
  
       (d)  Default in the observance or performance of Sections
  7.1, 7.2, 7.3, 7.5, 7.6, 7.8, 7.9 and 7.10 and Section 8.7.
  
       (e)  Default in the observance or performance of any other
  covenant or provision of this Agreement which default is not
  remedied within 30 days after the earlier of the date (a) a
  Responsible Officer of the Company knew of such default or (b) on
  which written notice of such default is provided to the Company
  by any Noteholder;
  (f)  Any representation or warranty made by the Company in
  this Agreement, or made by the Company in any written statement
  or certificate furnished by the Company in connection with the
  issuance and sale of the Notes or furnished by the Company
  pursuant to this Agreement, proves incorrect in any material
  respect as of the date of the issuance or making thereof;
  
       (g)  Any judgments, writs or warrants of attachment or any
  similar processes individually or in the aggregate in excess of
  $2,000,000 shall be entered or filed against the Company or any
  Subsidiary or against any property or assets of either and remain
  unpaid, unvacated, unbonded or unstayed (through appeal or
  otherwise) for a period of 60 days after the Company or any
  Subsidiary receives notice thereof;
  
       (h)  The Company or any Subsidiary shall incur a "Distress
  Termination" (as defined in Title IV of ERISA) of any Plan or any
  trust created thereunder which results in material liability to
  the PBGC, the PBGC shall institute proceedings to terminate any
  Plan or any trust created thereunder, or a trustee shall be
  appointed by a United States District Court pursuant to Section
  4042(b) of ERISA to administer any Plan or any trust created
  thereunder; or
  
       (i)  The Company or any Subsidiary shall
  
            (i)  generally not pay its debts as they become due or
  admit in writing its inability to pay its debts generally as they
  become due;
       
            (ii) file a petition in bankruptcy or for
  reorganization or for the adoption of an arrangement under the
  Federal Bankruptcy Code, or any similar applicable bankruptcy or
  insolvency law, as now or in the future amended (herein
  collectively called "Bankruptcy Laws"), or an answer or other
  pleading admitting or failing to deny the material allegations of
  such a petition or seeking, consenting to or acquiescing in
  relief provided for under the Bankruptcy Laws;
       
            (iii)     make an assignment of all or a substantial
  part of its property for the benefit of its creditors;
       
            (iv) seek or consent to or acquiesce in the appointment
  of a receiver, liquidator, custodian or trustee of it or for all
  or a substantial part of its property;
       
            (v)  be finally adjudicated a bankrupt or insolvent;
       
            (vi) be subject to the entry of a court order, which
  shall not be vacated, set aside or stayed within 30 days from the
  date of entry, appointing a receiver, liquidator, custodian or
  trustee of it or for all or a substantial part of its property,
  or entering of an order for relief pursuant to an involuntary
  case, or effecting an arrangement in, bankruptcy or for a
  reorganization pursuant to the Bankruptcy Laws or for any other
  judicial modification or alteration of the rights of creditors;
  or
  (vii)     be subject to the assumption of custody or
  sequestration by a court of competent jurisdiction of all or a substantial 
  part of its property, which custody or sequestration
  shall not be suspended or terminated within 30 days from its
  inception.
  
       8.2  REMEDIES ON DEFAULT.  When any Event of Default
  described in paragraphs (a) through (h) of Section 8.1 has
  happened and is continuing, the holder or holders of at least 25%
  in principal amount of the Notes then outstanding may by notice
  to the Company declare the entire principal, together with the
  premium set forth below, and all interest accrued on all Notes to
  be, and such Notes shall thereupon become, forthwith due and
  payable, without any presentment, demand, protest or other notice
  of any kind, all of which are expressly waived.  Notwithstanding
  the foregoing, when (i) any Event of Default described in
  paragraphs (a) or (b) of Section 8.1 has happened and is
  continuing, any holder may by notice to the Company declare the
  entire principal, together with the premium set forth below, and
  all interest accrued on the Notes then held by such holder to be,
  and such Notes shall thereupon become, forthwith due and payable,
  without any presentment, demand, protest or other notice of any
  kind, all of which are expressly waived and (ii) where any Event
  of Default described in paragraph (i) of Section 8.1 has
  happened, then all outstanding Notes shall immediately become due
  and payable without presentment, demand or notice of any kind. 
  Upon the Notes or any of them becoming due and payable as
  aforesaid, the Company will forthwith pay to the holders of such
  Notes the entire principal of and interest accrued on such Notes,
  plus a premium in the event that the Reinvestment Yield shall, on
  the Determination Date, be less than the interest rate payable on
  or in respect of the Notes.  Such premium shall equal (x) the
  aggregate present value of the principal so accelerated and the
  aggregate present value of the interest which would have been
  payable in respect of such principal absent such accelerated
  payment, determined by discounting (semi-annually on the basis of
  a 360-day year composed of twelve 30-day months) each such amount
  utilizing an interest factor equal to the Reinvestment Yield,
  less (y) the principal amount to be accelerated.
  
       8.3  ANNULMENT OF ACCELERATION OF NOTES.  The provisions of
  Section 8.2 are subject to the condition that if the principal of
  and accrued interest on the Notes have been declared immediately
  due and payable by reason of the occurrence of any Event of
  Default described in paragraphs (a) through (h), inclusive, of
  Section 8.1, the holder or holders of 66-2/3% in aggregate
  principal amount of the Notes then outstanding may, by written instrument 
  furnished to the Company, rescind and annul such
  declaration and the consequences thereof, provided that (i) at
  the time such declaration is annulled and rescinded no judgment
  or decree has been entered for the payment of any monies due
  pursuant to the Notes or this Agreement, (ii) all arrears of
  interest upon all the Notes and all other sums payable under the
  Notes and under this Agreement (except any principal, interest or
  premium on the Notes which has become due and payable solely by
  reason of such declaration under Section 8.2) shall have been
  duly paid and (iii) each and every other Event of Default shall
  have been cured or waived; and provided further, that no such
  rescission and annulment shall extend to or affect any subsequent
  default or Event of Default or impair any right consequent
  thereto.
  
       8.4  OTHER REMEDIES.  Subject to the provisions of Section
  8.3, if any Event of Default shall be continuing, any holder of
  Notes may enforce its rights by suit in equity, by action at law,
  or by any other appropriate proceedings, whether for the specific
  performance (to the extent permitted by law) of any covenant or
  agreement contained in this Agreement or in the Notes or in aid
  of the exercise of any power granted in this Agreement, and may
  enforce the payment of any Note held by such holder and any of
  its other legal or equitable rights.
  
       8.5  CONDUCT NO WAIVER; COLLECTION EXPENSES.  No course of
  dealing on the part of any holder of Notes, nor any delay or
  failure on the part of any holder of Notes to exercise any of its
  rights, shall operate as a waiver of such rights or otherwise
  prejudice such holder's rights, powers and remedies.  If the
  Company fails to pay, when due, the principal of, or the interest
  on, any Note, or fails to comply with any other provision of this
  Agreement, the Company will pay to each holder, to the extent
  permitted by law, on demand, such further amounts as shall be
  sufficient to cover the reasonable cost and expenses, including
  but not limited to reasonable attorneys' fees, incurred by such
  holders of the Notes in collecting any sums due on the Notes or
  in otherwise enforcing any of their rights.
  
       8.6  REMEDIES CUMULATIVE.  No right or remedy conferred upon
  or reserved to any holder of Notes under this Agreement is
  intended to be exclusive of any other right or remedy, and every
  right and remedy shall be cumulative and in addition to every
  other right or remedy given under this Agreement or now or
  hereafter existing under any applicable law.  Every right and remedy 
  given by this Agreement or by applicable law to any holder
  of Notes may be exercised from time to time and as often as may
  be deemed expedient by such holder, as the case may be.
  
       8.7  NOTICE OF DEFAULT.  With respect to Events of Default
  or claimed defaults, the Company will give the following notices:
  
       (a)  The Company promptly will furnish to each holder of a
  Note notice in writing by registered or certified mail, return
  receipt requested, of the occurrence of an Event of Default or a
  Default.  Such notice shall specify the nature of such default,
  the period of existence thereof and what action the Company has
  taken or is taking or proposes to take with respect thereto.
  
       (b)  If the holder of any Note or of any other evidence of
  Indebtedness of the Company or any Subsidiary gives any notice or
  takes any other action with respect to a claimed default, the
  Company will forthwith give written notice to the extent of the
  Company's knowledge thereof to each holder of the then
  outstanding Notes, describing the notice or action and the nature
  of the claimed default.
  SECTION 9.     AMENDMENTS, WAIVERS AND CONSENTS
  
       9.1  MATTERS SUBJECT TO MODIFICATION.  Any term, covenant,
  agreement or condition of this Agreement may, with the consent of
  the Company, be amended, or compliance therewith may be waived
  (either generally or in a particular instance and either
  retroactively or prospectively), if the Company shall have
  obtained the consent in writing of the holder or holders of at
  least 66-2/3% in aggregate principal amount of outstanding Notes;
  provided, however, that, without the written consent of the
  holder or holders of all of the Notes then outstanding, no such
  waiver, modification, alteration or amendment shall be effective
  which will (i) change the time of payment (including any required
  prepayment) of the principal of or the interest on any Note, (ii)
  reduce the principal amount thereof or the premium, if any, or
  reduce the rate of interest thereon, (iii) change any provision
  of any instrument affecting the preferences between holders of
  the Notes or between holders of the Notes and other creditors of
  the Company, or (iv) change any of the provisions of Section 8.1,
  Section 8.2, Section 8.3 or this Section 9.
  
       For the purpose of determining whether holders of the requisite 
  principal amount of Notes have made or concurred in any
  waiver, consent, approval, notice or other communication under
  this Agreement, Notes held in the name of, or owned beneficially
  by, the Company, any Subsidiary or any Affiliate thereof, shall
  not be deemed outstanding.
  
       9.2  SOLICITATION OF HOLDERS OF NOTES.  The Company will not
  solicit, request or negotiate for or with respect to any proposed
  waiver or amendment of any of the provisions of this Agreement or
  the Notes unless each holder of the Notes (irrespective of the
  amount of Notes then owned by it) shall concurrently be informed
  thereof by the Company and shall be afforded the opportunity of
  considering the same and shall be supplied by the Company with
  sufficient information to enable it to make an informed decision
  with respect thereto.  Executed or true and correct copies of any
  waiver or consent effected pursuant to the provisions of this
  Section 9 shall be delivered by the Company to each holder of
  outstanding Notes forthwith following the date on which the same
  shall have been executed and delivered by the holder or holders
  of the requisite percentage of outstanding Notes.  The Company
  will not, directly or indirectly, pay or cause to be paid any
  remuneration, whether by way of supplemental or additional
  interest, fee or otherwise, to any holder of the Notes as
  consideration for or as an inducement to the entering into by any
  holder of the Notes of any waiver or amendment of any of the
  terms and provisions of this Agreement unless such remuneration
  is concurrently paid, on the same terms, ratably to each holder
  of the then outstanding Notes.
  
       9.3  BINDING EFFECT.  Any such amendment or waiver shall
  apply equally to all the holders of the Notes and shall be
  binding upon them, upon each future holder of any Note and upon
  the Company whether or not such Note shall have been marked to
  indicate such amendment or waiver.  No such amendment or waiver
  shall extend to or affect any obligation not expressly amended or
  waived or impair any right related thereto.
  SECTION 10.    FORM OF NOTES, REGISTRATION, TRANSFER, EXCHANGE  
  AND REPLACEMENT
  
       10.1 FORM OF NOTES.  The Notes initially delivered under
  this Agreement will be in the form of two fully registered Notes
  in the form attached as Exhibit A.  The Notes are issuable only
  in fully registered form and in denominations of at least $1,000,000 
  (or the remaining outstanding balance thereof, if less than $1,000,000).
  
       10.2 NOTE REGISTER.  The Company shall cause to be kept at
  its principal office a register (the "Note Register") for the
  registration and transfer of the Notes.  The names and addresses
  of the holders of Notes, the transfer thereof and the names and
  addresses of the transferees of the Notes shall be registered in
  the Note Register.  The Company may deem and treat the person in
  whose name a Note is so registered as the holder and owner
  thereof for all purposes and shall not be affected by any notice
  to the contrary, until due presentment of such Note for
  registration of transfer as provided in this Section 10.
  
       10.3 ISSUANCE OF NEW NOTES UPON EXCHANGE OR TRANSFER.  Upon
  surrender for exchange or registration of transfer of any Note at
  the office of the Company designated for notices in accordance
  with Section 11.2, the Company shall execute and deliver, at its
  expense, one or more new Notes of any authorized denominations
  requested by the holder of the surrendered Note, each dated the
  date to which interest has been paid on the Notes so surrendered
  (or, if no interest has been paid, the date of such surrendered
  Note), but in the same aggregate unpaid principal amount as such
  surrendered Note, and registered in the name of such person or
  persons as shall be designated in writing by such holder.  Every
  Note surrendered for registration of transfer shall be duly
  endorsed, or be accompanied by a written instrument of transfer
  duly executed, by the holder of such Note or by his attorney duly
  authorized in writing.  The Company may condition its issuance of
  any new Note in connection with a transfer by any Person on
  compliance by the transferee with the representations required
  under Section 3.2, by Institutional Holders on compliance with
  Section 2.5 and on the payment to the Company of a sum sufficient
  to cover any stamp tax or other governmental charge imposed in
  respect of such transfer.
  10.4 REPLACEMENT OF NOTES.  Upon receipt of evidence
  satisfactory to the Company of the loss, theft, mutilation or
  destruction of any Note, and in the case of any such loss, theft
  or destruction upon delivery of a bond of indemnity in such form
  and amount as shall be reasonably satisfactory to the Company or
  in the event of such mutilation upon surrender and cancellation
  of the Note, the Company, without charge to the holder thereof,
  will make and deliver a new Note, of like tenor in lieu of such
  lost, stolen, destroyed or mutilated Note.  If any such lost, stolen or 
  destroyed Note is owned by you or any other Institutional Holder, 
  then the affidavit of an authorized officer of such owner setting forth 
  the fact of loss, theft or destruction and of its ownership of the Note 
  at the time of such loss, theft or destruction shall be accepted as 
  satisfactory evidence thereof, and no further indemnity shall be required 
  as a condition to the execution and delivery of a new Note, other than
  a written agreement of such owner (in form reasonably
  satisfactory to the Company) to indemnify the Company.
  
  SECTION 11.    MISCELLANEOUS
  
       11.1 EXPENSES.  Whether or not the purchase of Notes herein
  contemplated shall be consummated, the Company agrees to pay
  directly all reasonable expenses in connection with the
  preparation, execution and delivery of this Agreement and the
  transactions contemplated by this Agreement, including, but not
  limited to, out-of-pocket expenses, filing fees of Standard &
  Poor's Corporation in connection with obtaining a private
  placement number, charges and disbursements of special counsel,
  photocopying and printing costs and charges for shipping the
  Notes, adequately insured, to you at your home office or at such
  other address as you may designate, and all similar expenses
  (including the reasonable fees and expenses of counsel) relating
  to any amendments, waivers or consents in connection with this
  Agreement or the Notes, including, but not limited to, any such
  amendments, waivers or consents resulting from any work-out,
  renegotiation or restructuring relating to the performance by the
  Company of its obligations under this Agreement and the Notes. 
  The Company also agrees that it will pay and save you harmless
  against any and all liability with respect to stamp and other
  documentary taxes, if any, which may be payable, or which may be
  determined to be payable in connection with the execution and
  delivery of this Agreement or the Notes (but not in connection
  with a transfer of any Notes), whether or not any Notes are then
  outstanding.  The obligations of the Company under this Section
  11.1 shall survive the retirement of the Notes.
  11.2 NOTICES.  Except as otherwise expressly provided
  herein, all communications provided for in this Agreement shall
  be in writing and delivered or sent by registered or certified
  mail, return receipt requested, or by overnight courier (i) if to
  you, to the address set forth below your name in Schedule I, or
  to such other address as you may in writing designate, (ii) if to any other 
  holder of the Notes, to such address as the holder may
  designate in writing to the Company, and (iii) if to the Company,
  to Casey's General Stores, Inc., One Convenience Boulevard,
  Ankeny, Iowa 50021, Attention: Treasurer, or to such other
  address as the Company may in writing designate.
  
       11.3 REPRODUCTION OF DOCUMENTS.  This Agreement and all
  documents relating hereto, including, without limitation, (i)
  consents, waivers and modifications which may hereafter be
  executed, (ii) documents received by you at the closing of the
  purchase of the Notes (except the Notes themselves), and (iii)
  financial statements, certificates and other information
  previously or hereafter furnished to you, may be reproduced by
  you by any photographic, photostatic, microfilm, micro-card,
  miniature photographic or other similar process, and you may
  destroy any original document so reproduced.  The Company agrees
  and stipulates that any such reproduction which is legible shall
  be admissible in evidence as the original itself in any judicial
  or administrative proceeding (whether or not the original is in
  existence and whether or not such reproduction was made by you in
  the regular course of business) and that any enlargement,
  facsimile or further reproduction of such reproduction shall
  likewise be admissible in evidence; provided that nothing herein
  contained shall preclude the Company from objecting to the
  admission of any reproduction on the basis that such reproduction
  is not accurate, has been altered or is otherwise incomplete.
  
       11.4 SUCCESSORS AND ASSIGNS.  This Agreement will inure to
  the benefit of and be binding upon the parties hereto and their
  respective successors and assigns.
  
       11.5 LAW GOVERNING.  This Agreement shall be governed by and
  construed in accordance with the laws of the State of Iowa.  No
  provision of this Agreement may be waived, changed or modified,
  or the discharge thereof acknowledged, orally, except by an
  agreement in writing signed by the party against whom the
  enforcement of any waiver, change, modification or discharge is
  sought.
  
       11.6 HEADINGS.  The headings of the sections and subsections
  of this Agreement are inserted for convenience only and do not
  constitute a part of this Agreement.
  
       11.7 COUNTERPARTS.  This Agreement may be executed
  simultaneously in one or more counterparts, each of which shall be deemed 
  an original, but all such counterparts shall together
  constitute one and the same instrument, and it shall not be
  necessary in making proof of this Agreeme  nt to produce or
  account for more than one such counterpart or reproduction
  thereof permitted by Section 11.3.
  11.8  RELIANCE ON AND SURVIVAL OF PROVISIONS.  All covenants, 
  representations and warranties made by the Company herein and in any 
  certificates delivered pursuant to this Agreement, whether or not in 
  connection with a closing, (i) shall be deemed to have been relied upon 
  by you, notwithstanding any investigation heretofore or hereafter made by
  you or on your behalf and (ii) shall survive the delivery of this
  Agreement and the Notes.
  
       11.9 CONFIDENTIAL INFORMATION.  For the purposes of this
  Section 11.9, "CONFIDENTIAL INFORMATION" means information
  delivered to you by or on behalf of the Company or any Subsidiary
  in connection with the transactions contemplated by or otherwise
  pursuant to this Agreement that is proprietary in nature and that
  was clearly marked or labeled or otherwise adequately identified
  when received by you as being confidential information of the
  Company or such Subsidiary, provided that such term does not
  include information that (a) was publicly known or otherwise
  known to you prior to the time of such disclosure, (b)
  subsequently becomes publicly known through no act or omission by
  you or any person acting on your behalf, (c) otherwise becomes
  known to you other than through disclosure by the Company or any
  Subsidiary or (d) constitutes financial statements delivered to
  you under Section 6.6(e) that are otherwise publicly available. 
  You will maintain such Confidential Information in accordance
  with procedures adopted by you in good faith to protect
  confidential information of third parties delivered to you,
  provided that you may deliver or disclose Confidential
  Information to (i) your directors, officers, employees, agents,
  attorneys and affiliates (to the extent such disclosure
  reasonably relates to the administration of the investment
  represented by your Notes), (ii) your financial advisors and
  other professional advisors who agree to hold confidential the
  Confidential Information substantially in accordance with the
  terms of this Section 11.9, (iii) any other holder of any Note,
  (iv) any Institutional Investor to which you sell or offer to
  sell such Note or any part thereof or any participation therein
  (if such Person has agreed in writing prior to its receipt of
  such Confidential Information to be bound by the provisions of
  this Section 11.9), (v) any Person from which you offer to
  purchase any security of the Company (if such Person has agreed in writing 
  prior to its receipt of such Confidential Information
  to be bound by the provisions of this Section 11.9), (vi) any
  federal or state regulatory authority having jurisdiction over
  you, (vii) the National Association of Insurance Commissioners or
  any similar organization, or any nationally recognized rating
  agency that requires access to information about your investment
  portfolio or (viii) any other Person to which such delivery or
  disclosure may be necessary or appropriate, (w) to effect
  compliance with any law, rule, regulation or order applicable to
  you, (x) in response to any subpoena or other legal process, (y)
  in connection with any litigation to which you are a party or (z)
  if an Event of Default has occurred and is continuing, to the
  extent you may reasonably determine such delivery and disclosure
  to be necessary or appropriate in the enforcement or for the
  protection of the rights and remedies under your Notes and this
  Agreement.  Each holder of a Note, by its acceptance of a Note,
  will be deemed to have agreed to be bound by and to be entitled
  to the benefits of this Section 11.9 as though it were a party to
  this Agreement.  On reasonable request by the Company in
  connection with the delivery to any holder of a Note of
  information required to be delivered to such holder under this
  Agreement or requested by such holder (other than a holder that
  is a party to this Agreement or its nominee), such holder will
  enter into an agreement with the Company embodying the provisions
  of this Section 11.9.
  
       11.10     INTEGRATION AND SEVERABILITY.  This Agreement
  embodies the entire agreement and understanding between you and
  the Company, and supersedes all prior agreements and
  understandings relating to the subject matter hereof.  In case
  any one or more of the provisions contained in this Agreement or
  in any Note, or application thereof, shall be invalid, illegal or
  unenforceable in any respect, the validity, legality and
  enforceability of the remaining provisions contained in this
  Agreement and in any Note, and any other application thereof,
  shall not in any way be affected or impaired thereby.
  IN WITNESS WHEREOF, the Company and the Purchaser have
  caused this Agreement to be executed and delivered by their
  respective officer or officers thereunto duly authorized.
  
                                CASEY'S GENERAL STORES, INC.
                                
                                
                                By:  /s/  Donald F. Lamberti        
                                     ------------------------
                                Title:  Chief Executive Officer
                                
                                ATTEST:
                                
                                
                                By:  /s/  John G. Harmon            
                                     --------------------
                                Title:  Secretary
                                
                                
                                PRINCIPAL MUTUAL LIFE INSURANCE 
                                COMPANY
                                          
                                By:  /s/  Jon M. Davidson           
                                     --------------------
                                     Title: Assistant Director-
                                            Securities Investment
  
                                By:  /s/  Christopher J. Henderson  
                                     ----------------------------
                                    Title:  Counsel
  SCHEDULE I
  
                 Principal Amount of Notes to be Purchased
  
  NAME AND ADDRESS                              PRINCIPAL AMOUNT
  OF PURCHASER                                  OF NOTES
  
  Principal Mutual Life Insurance Company       $30,000,000 
  711 High Street
  Des Moines, Iowa  50392
  
  All notices with respect to the Note, except with respect to
  payment, should be sent to:
  
       Principal Mutual Life Insurance Company
       711 High Street
       Des Moines, IA  50392-0800
       Attn:     Investment Department-Securities Division
                 Reference:  Bond No. 1-B-60636
  
  All notices with respect to payments on the Note should be sent
  to:
  
       Principal Mutual Life Insurance Company
       711 High Street
       Des Moines, IA  50392-0960
       Attn:     Investment Department-Accounting & Treasury
                 Reference:  Bond No. 1-B-60636
  
  All payments with respect to the Note are to be by bank wire
  transfer of immediately available funds to:
  
            Norwest Bank Iowa, N.A.
            7th and Walnut Street
            Des Moines, Iowa  50309
            ABA No. 073-000-228
            For credit to:
            Principal Mutual Life Insurance Company
            Account #014752
            Reference:  OBI *07*S*60636@
  
  Tax ID #42-0127290
  ANNEX I
  
                       SUBSIDIARIES OF THE COMPANY
  
                                                              PERCENTAGE OF 
                                                              VOTING STOCK
  NAME OF         JURISDICTION OF    QUALIFIED TO             OWNED BY
  SUBSIDIARY      INCORPORATION      DO BUSINESS IN           COMPANY
  ----------      ---------------    --------------           --------------
  
  Casey's Services      Iowa         Iowa, Illinois,           100%
  Company                            Missouri,
                                     Kansas, Minnesota,
                                     Wisconsin, Indiana,
                                     South Dakota,
                                     Nebraska
  
  Casey's Marketing    Iowa          Iowa, Missouri,           100%
  Company                            Wisconsin,
                                     Indiana
  ANNEX II
  
                             EXISTING INDEBTEDNESS*
  PAYABLE TO                              AMOUNT
  Donald Nielsen                          $75,745.81
  Peoples Trust Indianola                 $3,333,333.20
  Iowa State Bank                         $290,884.78
  Jerry D. Stone                          $211,178.49
  Unisys Finance & Leasetec Corp.         $2,096,775.32
  Bank Service Department                 $19,621.35
  Jetter                                  $6,166.58
  Sterling                                $1,763.34
  Newman                                  $5,681.12
  Christenson                             $47,011.84
  Douglas                                 $95,719.05
  Stewart                                 $114,259.26
  Nanco                                   $68,848.98
  Douglas                                 $45,006.40
  Carlson                                 $98,733.29
  Bank Service Department                 $67,899.88
  Walthal                                 $99,967.23
  Walthal                                 $95,126.02
  Evans                                   $93,755.58
  King                                    $97,600.90
  Haynes                                  $67,957.85
  Haynes                                  $67,957.85
  Haynes                                  $67,957.85
  Edel-Gerlock                            $69,465.18
  Starburst, Inc.                         $93,318.57
  Starburst, Inc.                         $84,987.39
  Four M. Dev.                            $92,411.02
  Hamville, Inc.                          $93,413.53
  Hamville, Inc.                          $87,838.81
  Hamville, Inc.                          $93,413.53
  Canyon Co.                              $90,627.23
  Wagner                                  $103,134.39
  Wagner                                  $100,269.75
  Carsrud, Inc.                           $112,074.77
  Carsrud, Inc.                           $112,074.77
  Carsrud, Inc.                           $112,074.77
  Neymeyer                                $83,156.66
  Stone                                   $205,575.39
  Huff                                    $131,588.17
  Huff                                    $164,485.26
  Huff                                    $164,485.26
  Huff                                    $164,485.26
  Jungman Oil                             $118,468.28
  West Bend Serv                          $138,493.22
  J. & V. Klemm                           $131,705.64
  R. & D. Sellon                          $158,534.86
  Jon Proehl                              $158,534.86
  Jon Proehl                              $137,691.71
  Jon Proehl                              $140,640.08
  Casey's Ltd.                            $168,767.99
  Casey's Ltd.                            $168,767.99
  Casey's Ltd.                            $168,767.99
  J. & K. Cahail                          $168,767.99
  J. & K. Cahail                          $84,384.09
  J. & K. Cahial                          $168,767.99
  Doco Ltd.                               $164,775.01
  Donald Peck                             $150,429.31
  Demico Corp.                            $135,254.40
  Demico Corp.                            $150,338.42
  Sully Ent.                              $109,898.71
  Logli                                   $120,213.03
  Principal Financial                     $14,353,674.96
  7.70% Senior Notes                      $27,750,000.00
  Jaak, Inc.                              $97,155.06
  United Missouri Bank                    $61,294.38
  United Missouri Bank                    $6,562,500.00
  Norwest Bank Iowa                       $2,750,000.00
  
                                          $63,645,657.65
  *  As of November 30, 1995
  ANNEX III
  
                          DESCRIPTION OF LIENS*
  PAYABLE TO:                 BALANCE           PROPERTY ADDRESS
  Donald Nielsen              $75,745.81        339 S. Lincoln
                                                West Point, NE  68788
  
  Iowa State Bank             $290,884.78       110 NE 2nd Street
                                                Earlham, Iowa   50072
  
                                                State Street
                                                Dexter, Iowa   50070
  
                                                613 1st Street
                                                Redfield, Iowa   50233
  
  Jerry D. Stone              $211,178.49       509 State Street
                                                Guthrie Center, Iowa     50115
  
                                                119 Spruce
                                                De Soto, Iowa   50069
  
                                                E. 3rd & Main
                                                Panora, Iowa   50216
  
  Principal                   $14,353,674.96    Corporate Headquarters
  Financial                   --------------    Ankeny, Iowa   50021
  
                              $14,931,484.04
  *  As of November 30, 1995
  ANNEX IV
  
                            SCHEDULE OF INSURANCE
  
                                 SELF-INSURANCE
  
  I.   Workers' Compensation
       -    As set forth in this Annex IV, the Company self-insures
            its Workers' Compensation coverage for the states of Iowa,
            Missouri, and Kansas.  Iowa has a $350,000 retention level and
            both Missouri and Kansas have a $275,000 retention level.  Excess
            insurance has been purchased for each state over those retention
            levels.
  
  II.  Property Coverage
       -    Outside of the scheduled property locations described
            in this Annex IV, all Company locations are self-insured.
  
  III. Physical Damage
       -    All of the physical damage to the Company's automobile
            and truck fleet is self-insured.
  
                              INSURANCE SUMMARY
  
                                   Attached
  Insurance Summary
                                   Prepared
                                     For
  
                         CASEY'S GENERAL STORES, INC.
  
                           Presented By:  
       
                                 Roger A. Hoyt, CPCU, ARM
                                 Michael L. McCoy, CIC
                                 Gary Nordquist, CPCU
                                 Account Executives
                                 LaMair-Mulock-Condon Co.
                                 September 1995
       
  
  This is a general description of the policies.  It is not
  intended to replace the insurance contract.  Please refer to the
  actual policy for contractual wording and coverage provisions. 
  In the event of any differences or ambiguities between the above
  and the policy wording, the policy wording shall prevail.
  CASEY'S GENERAL STORES
  
  NAMED INSUREDS
  
  1.   Casey's General Stores, Inc.
       
  2.   Casey's General Stores, Inc. - Construction Division and
       Consolidated Building Systems, Inc.
       
  3.   Broadway Distributing Co., A Partnership
       
  4.   Tri-State Stores, Ltd.
       
  5.   Impact Stores Corp.
       
  6.   Centurion Sales Company, Inc.
       
  7.   Casey's Lease Plan Company, A Partnership
       
  8.   Amended and Restated Casey's General Stores, Inc. Employee
       Profit Sharing and Stock Ownership Plan & Trust
       
  9.   Casey's Services Company
       
  10.  Casey's Marketing Company
       
  11.  The Named Insured includes all subsidiaries, affiliated,
       associated, controlled or allied companies, corporation or firms
       as now or hereafter constituted for which the Named Insured has 
       responsibility for placing insurance and for which similar
       coverage is not otherwise more specifically provided.  GL - AL -
       WC - Aviation - Lead UL
  CASEY'S GENERAL STORES, INC.
  
                          Real & Personal Property           
  
  INSURANCE CO:  Federal Insurance Co. (Chubb) 
  POLICY PERIOD: 7-1-95/96
  
  PREMISES INSURED
  
  Per attached schudule - Retail Stores (Items 6 through 32) on
  schedule are subject to a $250,000 Deductible.  All other retail
  stores are self-insured.
  
  PROPERTY COVERED
  
  Real & Personal Property per the attached schedule.  Excludes
  underground tanks and their contents.  Refer to policy for
  additional property excluded.
  
  AMOUNT OF INSURANCE
  
  Per attached statement of values
  Blanket Loss Limit per occurrence - $31,500,000
  
  SUB-LIMITS
  
  Vehicle Property Damage - $4,500,000 On Premises - Loc. 1 & 2
  Only
  Flood - $10,000,000 Per Occurrence and Aggregate -  Loc. 1 & 2 -
          Endt. #3
  Flood - $1,000,000 Per Occurrence and Aggregate - Loc. 3
  Earthquake - $10,000,000 Per Occurrence and Aggregate - Loc. 1 &
          2 - Endt. #2
  Earthquake - $1,000,000 Per Occurrence and Aggregate - Loc. 3
  Newly Acquired Property - $1,000,000 Real Property 60 Days
          Reporting
          $   250,000 Personal Property 
  Unscheduled Location - $250,000 30 Days Reporting
  Transit - $100,000 Per Unit/$250,000 Per Occurrence.  
          $1,000 in custody salespeople or shipped by U.S. Mail - 
          Registered Mail Only
  Exhibition Floater - $100,000
  Extra Expense - $1,000,000 Ankeny Only - 50% Monthly Limitation -
          Endt. #20
       $ 50,000 All Other
  CASEY'S GENERAL STORES, INC.
  
                     Real & Personal Property (Cont.)
  
  Accounts Receivable - $1,000,000
  Valuable Papers - $1,000,000
  Builders Risk - $500,000 Any one site.  $100,000 In Transit -
       Endt. #1
       $500,000 Aggregate Per Occurrence
  Debris Removal
       Scheduled Locations - 20% of Loss + Deductible + $250,000
       Maximum
       180 Day Reporting Requirement
       Unscheduled Locations - $25,000
  Pollution Clean Up - $25,000 Per Occ./$50,000 Agg - 180 Day
       Reporting Requirement
  Consequential Loss/Service Interruption - $50,000 Direct Damage
       -Endt #19
            $25,000 Extra Expense  Inc. 1,000,000 for Loc 1 & 2*
            $1,500,000 Direct Damage at Loc. 1& 2 
            Including Boiler & Machinery Breakdown*
  Fire Department Service Charges - $10,000
  Inventory or Appraisal - $10,000
  International Air Shipments - $25,000
  
  *Correction Requested
  
  PERILS INSURED
  
  All Risk - Subject to exclusions, terms & conditions
  
  COINSURANCE CLAUSE
  
  N/A
  
  DEDUCTIBLE -ENDT. # 18
  
  Loc. 1-5  $    10,000
  Other Locations - Retail Stores    $     250,000
  Flood & Earthquake  $    25,000
  Transit & Exhibition Floater  $         5,000
  Shipments via Registered Mail $            500
  Builders Risk  $    10,000
  CASEY'S GENERAL STORES, INC.
  
                    Real & Personal Property (Cont.)
  
  VALUATION
  
  EDP Hardware - Replacement Cost
  EDP Software - Reproduction Cost
  Valuable Papers - Reproduction Cost
  Real Property - Replacement Cost Including Building    Ordinance
      Coverage
  Finished Stock - Selling Price
  Personal Property of Others - Legal Liability plus your cost of
      labor & material
  All Other - Replacement Cost
  
  TERMS & CONDITIONS
  
  1.   Agreed Amount Included in Form
  2.   Unintentional Errors and Omissions - Included in Form
  3.   90 Day Notice of Cancellation - Endt. #8
  4.   Broad Form Named Insured Endorsement - Endt. #18
  5.   Brands & Labels - Endt. #9
  6.   Boiler & Machinery Perils Included - Endt. #11
  
  NOTED CONDITIONS
  
  Non-Reporting
  Contractors Equipment Exclusion - Endt. #6
  Liability of Motor Carrier Exclusion - Endt. #6
  Warehousmen's Liability - Endt. #6
  Inflatable structure and their contents excluded - Endt. #6
  Underground Tanks and their contents excluded - Endt. #6
  Note Vacancy Provisions - No coverage for freezing or leakage if
  heat is not maintained.  No coverage for vandalism or theft if a
  burglary alarm system is not maintained. 
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES
  LOC.   DESCRIPTION                   BUILDING       CONTENTS      STOCK
  1.     One Convenience Blvd,         $15,419,753    $6,074,723    8,411,244
         Ankeny, Iowa
  2.     R One Convenience Blvd,       Incl. in #1    Incl.         Incl. in #1
         Ankeny, Iowa
  3.     Adam Street & Commerce Rd,    215,195        226,248       265,263
         Creston, Iowa
  4.     1277-99 NE Broadway,          200,000        N/A           N/A
         Des Moines, Iowa
  5.     R1277-99 NE Broadway,         Incl. in #4    N/A           N/A
         Des Moines, Iowa
  * 6.   600 N. Walnut, Carroll, IA    40,000         Nil           Nil
  * 7.   511 23rd Ave.,                40,000         Nil           Nil
         Council Bluffs, Iowa
  * 8.   Hwy 218, Nashua, IA 50658     40,000         Nil           Nil
  * 9.   902 Fairground,               40,000         Nil           Nil
         Higginsville, MO
  * 10.  Hwy 137, Eddyville, IA 52553  40,000         Nil           Nil
  * 12.  1011 E. Chaperal,             40,000         Nil           Nil
         Columbia, MO
  * 13.  4008 W. Broadway,            129,000         Nil           Nil
         Columbia, MO
  * 14.  I-44 East Bus Loop,           40,000         Nil           Nil
         Mt. Vernon, MO
  * 15.  East Broadway & Walnut,       40,000         Nil           Nil
         Ashland, MO
  * 16.  1430 Grant St.,               65,000         Nil           Nil
         Bettendorf, IA
  * 17.  Highway 24 & B Avenue,        40,000         Nil           Nil
         Lewistown, IL
  * 18.  2112 Main St.,                40,000         Nil           Nil
         Lexington, MO
  * 19.  1522 S 6th St.,              126,500         Nil           Nil
         Beatrice, NE
  * 20.  308 S Oak St.,               146,000         Nil           Nil
         California, MO
  * 21.  301 Main St.,                146,000         Nil           Nil
         Steelville, MO
  * 22.  826 Park, Sheldon, IA        121,800         Nil           Nil
  * 23.  416 N Pine St., Lennox, SD   129,000         Nil           Nil
  PAGE>
  LOC.   DESCRIPTION                  BUILDING        CONTENTS      STOCK
  * 24.  102 Loren St.,               130,000         Nil           Nil
         Washington, IL
  * 25.  Main St. & Hwy 20, Alden, IA 125,000         Nil           Nil
  * 26.  1325 Kearney Road,           Nil             Nil           Nil
         Excelsior Springs, MO
  * 27.  410 W Main St., Richmond, MO Nil             Nil           Nil
  * 28.  400 W Washington,            Nil             Nil           Nil
         Mt. Pleasant, IA
  * 29.  121 Main St., Maxwell, IA    167,000         Nil           Nil
    30.  2860 NE 46th & Broadway,     350,000         Incl.         Nil
         Des Moines, IA
  * 31.  Casey's Suite - Hall of Fame
         Knoxville Raceway,           Nil             $10,000       Nil
         Knoxville, IA
                      
  * 32.  4560 NE 14th St., Des Moines, IA
         Gena Lamberti Trust          600,000         Nil           Nil
                      
       *  $250,000 DEDUCTIBLE APPLIES AT LOCATIONS #6 THROUGH #32
           (Except Loc 30 has a $10,000 ded.)
  CASEY'S GENERAL STORES, INC.
  
                                 Fine Arts
  
  INSURANCE CO:   Federal Insurance Co. (Chubb)     
  POLICY PERIOD:   7-01-95/96   POLICY #:   50514
  
  PREMISES INSURED
  
  Anywhere within coverage territory.
  
  TERRITORY
  
  Anywhere within or in transit within & between, the continental
  limits of the United States of America, Hawaii, Puerto Rico and
  Canada.
  
  PROPERTY COVERED
  
  Scheduled Fine Arts
  
  AMOUNT OF INSURANCE
  
  Per attached schedule
  
  PERILS INSURED
  
  Risk of Direct Physical Loss subject to policy terms, conditions
  & exclusions.
  
  DEDUCTIBLE
  
  $2,500
  
  VALUATION
  
  Agreed Value Per Schedule
  
  COINSURANCE
  
  Nil
  CASEY'S GENERAL STORES, INC.
  
                             Fine Arts Schedule
  DESCRIPTION                             SERIAL NUMBER        VALUE
  Quantum Physics                         1990                 $25,000
  
  Casey's Trio                            1990                 $75,000
  
  Children Playing (Bronze)                                    $75,000
  
  Casey's Village (Jo Myers Walker)                            $25,000
  
  Horse & Rider (Remington)                                    $5,000
  
  Miscellaneous Fine Arts Items                                $10,000
  
                                                TOTAL          $215,000
  CASEY'S GENERAL STORES, INC.
  
                           General Liability
  
  INSURANCE CO:   St. Paul Fire & Marine Ins. Co.    
  POLICY PERIOD:   7-1-95/96
  LIMITS OF LIABILITY LIMITS*
  A)  Bodily Injury and Property Damage        $    750,000   Per Occurrence
  B)  Personal Injury & Advertising Injury     $    750,000   Per Person
  C)  Medical Payments                         $      5,000   Per Person
  D)  Fire Legal                               $    750,000   Per Fire
      General Aggregate on A, B, C & D         $  2,750,000   
      Products & Completed Operations             
      Hazard Aggregate                         $  1,750,000
  *  Limits are excess of $250,000 SIR
  
  SELF-INSURED RETENTION 
  $    250,000   Each Event
  $    250,000   Each Person - Advertising/Personal Injury
  $  3,100,000   Aggregate Retention Combined with Auto Liability &
                 Workers' Compensation
                 (Adjustable based on 13.96% of W.C. Payroll -
                 $22,200,831 Estimated payroll)  
  
  SIR is satisfied by damages, additional payments & legal expenses
  
  DEFENSE COST
  
  Right, Not Duty - Unless St. Paul believes Total Damages,  
                    Additional Payments and Legal Expenses are > than $250,000 
                    then Right and Duty.
  In addition to Limits
  Satisfy SIR
  No Pro-Rating
  CASEY'S GENERAL STORES, INC.
  
                          General Liability (Cont.)
  
  SETTLEMENT AUTHORITY
  
  1.   Casey's Permission Required for all Settlements and Expenses
       < than $250,000 if St. Paul believes potential Total Injury &
       Damage amount will not exceed the SIR.
  
  2.   St. Paul to consult with Casey's prior to settling any suit
       > than $250,000.
  
  COVERAGES
  
       Premises Operations 
       Independent Contractors
       Products & Completed Operations
  **   Liquor Liability
  
  **  Correction Requested
  
  SPECIAL CONDITIONS
  
  1.   General Aggregate Applies Per Location
  2.   Additional Insureds - Managers or Lessor's of Premises - Per
       attached schedule
  3.   Additional Insured - Described Persons or Organization - Per
       attached schedule
  4.   Fellow Employee - Managers & Supervisors and/or Executive
       Officers - BI & PI
  5.   Employment Related Practices Exclusion
  6.   Engineer's Professional Liability Endorsement
  7.   Knowledge of Occurrence
  8.   Unintentional Failure to Disclose Hazards - Included in
       General Conditions
  9.   90 Day Notice of Cancellation
  10.  Contract Liability Endorsement - PI & AI
  11.  Products On Your Premises
  12.  Described Premises Exclusion - DMACC Store
  13.  Watercraft Endorsement - Owned Watercraft < than 50'
  14.  Broad Form Named Insured
  15.  Amendment of Bodily Injury Definition
  CASEY'S GENERAL STORES, INC.
  
                        General Liability (Cont.)
  
  16. Employees as Protected Persons
  17. Volunteer Workers included as Insured Persons
  18. Wrongful Delivery at Liquid Products Liability - Change ordered
   
  
  PREMIUM BASIS
  
  Composite Rating Applies -       .188/1,000   of Receipts
                              $   862,650,000   Receipts
                              $       162,178   Premium
                              $       122,524   Minimum Premium
                      
  
  Refer to policy for further Terms, Conditions, Exclusion &
  Limitations.
  CASEY'S GENERAL STORES, INC.
  
                               Automobile
  
  INSURANCE CO:   St. Paul Fire & Marine Ins. Co.      
  POLICY PERIOD:   7-1-95/96
  LIMITS OF LIABILITY
  Bodily Injury and              $  1,000,000      Each Occurrence
  Property Damage                                  Combined Single Limit
  
  PIP                            Statutory 
  
  Medical Payments               $      2,000      Each Person
                 
  Uninsured/
  Underinsured Motorist          $  1,000,000      Each Accident
                 
  Comprehensive                  No Coverage    
            
  Collision                      No Coverage
  DEDUCTIBLE
  
  1)  $250,000    Each Accident
  2)  $3,100,000  Aggregate Retention Combined with General
                  Liability & Workers' Compensation
  
  3)  Adjustable based on 13.96% of W.C. Payroll - $22,200,831
      Estimated Payroll.
  4)  Policy Limits are Reduced by Deductible Payments.  
      Deductible Payments for Additional Payments will not 
      Reduce Policy Limits.
  
  DEFENSE COSTS
  
  Satisfy Deductible
  Provided in Addition to Limit
  CASEY'S GENERAL STORES, INC.
  
                          Automobile (Cont.)
  
  SPECIAL CONDITIONS
  
   1)  Hired and Non-Owned Auto Coverage - No Coverage for Hired
       Auto Physical Damage
   2)  Fellow Employee Exclusion Deleted
   3)  Pollution Liability Broadened Coverage for Owned Autos
   4)  Additional Insured - UNO-Ven Company
   5)  90 Day Notice of Cancellation
  *6)  Executive Officers as Insureds
  *7)  Employees as Insureds
   8)  Prejudgment Interest
   9)  Knowledge of Occurrence
   10) Unintentional Failure to Disclose Hazards - Included in
       General Conditions
   11) Broad Form Named Insured
  *12) Volunteers as Insureds
   13) Gas Pump Endorsement
  
  *Correction Requested
  
  PREMIUM BASIS
  
  Composite Rating Applies - 170.47/Power Unit - 250 Power Units - 
  $42,618 Premium
  Minimum Premium - $42,212
  
  FILLINGS
  
  Form F - Bodily Injury & Property Damage - IL, KS, MN, NE, SD, MO, IA
  MSC - 90
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                                   Crime
  
  INSURANCE CO:    USF&G             
  POLICY PERIOD:   7-1-95/96         POLICY #: 20-0060-11-48-92-0
  COVERAGES                             LIMIT           DEDUCTIBLE
  Employee Dishonesty                   $ 1,000,000     $    2,500
  
  Money and Securities - Inside         No Coverage         
  
  Money and Securities - Outside        No Coverage   
  
  Forgery & Alterations                 No Coverage         
  
  Computer Fraud                        No Coverage         
  
  Computer Crime                        No Coverage         
  
  Kidnap & Ransom - Extortion           No Coverage
  SPECIAL CONDITIONS
  
  1.  ERISA Compliance
  2.  90 Day Notice of Cancellation
  3.  Applies to Ankeny corporate headquarters only.  
      Retail stores are self-insured
  CASEY'S GENERAL STORES, INC.
  
                                 Aviation
  
  INSURANCE CO:   National Union Fire Ins. Co. (AIG)          
  POLICY PERIOD:  7-1-95/96     POLICY #:    AV322-74-93-02
  
  I.  AIRCRAFT INSURED
  
  1.   1983 Cessna 182RG FAA# N6188T
  2.   1979 Citation 501 FAA# N2648X
  
  II.  APPROVED PILOTS
  
  Cessna -    Ron Lamb
              Don Lamberti (Requested - Not Yet Received)
  Citation -  Thomas A. Holmer
  
  III.  OPEN PILOT WARRANTIES
  
  1.   Cessna  - Any Pilot with a private or commercial certificate
                 & single engine land & instrument ratings having 750 
                 logged pilot In command hrs. of which 100 hrs. are 
                 logged in aircraft having retractable landing gear & 
                 50 hrs. are logged in a Cessna 182RG model aircraft.
            
  2.   Citation -   Any commercial or airline transport rated
                    pilot with multi-engine and instrument rating properly
                    certificated by the FAA having a minimum of 3,000 logged 
                    pilot in command hours, 1,500 hours of which have been 
                    in multi-engine aircraft, 500 hours in turbine powered 
                    aircraft, including not less than 100 hours in Cessna 
                    Citation 501 model aircraft and has successfully 
                    completed a full motion type simulator based training 
                    school for the make and model aircraft insured.
  CASEY'S GENERAL STORES, INC.
  
                                Aviation (cont.)
  
  IV.   BODILY INJURY & PROPERTY DAMAGE LIABILITY, MEDICAL   
        PAYMENTS       
  
  A)*   Limits - Bodily Injury & Property Damage - 
        Including Passengers:  $10,000,000 Each Occurrence
  
       Medical Payments - Including Crew:  $  3,000 Each Person
                                           $12,000 Each Occurrence - Cessna
                                           $21,000 Each Occurrence - Citation
  
  B)   Deductibles: Nil
       
  C)   Usage - Business & Pleasure - No Hired Charters Allowed.
       Reimbursement of Expenses Permitted.
       
  * Correction Ordered
  
  V.  PHYSICAL DAMAGE
  
  A.  HULL VALUE
  
       1.   Cessna 182RG - Self-Insured
       2.   Citation 501 - $1,475,000
  
  B.  PERILS INSURED
  
       1.   All-Risk, Not in Motion
  
  C.  VALUATION
  
       1.   Partial loss - Cost to repair with material of like
            kind & quality.  Excluding overtime labor plus the cost of the
            least expensive means of transporting the replacement parts.
  
       2.   Total loss - The Insured Hull Value
  CASEY'S GENERAL STORES, INC.
  
                                Aviation (cont.)
  
  D.  COINSURANCE
  
       Nil
  
  E.  DEDUCTIBLE
  
       $500 - Nil
  
  F.  NON-OWNED PHYSICAL DAMAGE
  
       Not Included
  
  V.  ENDORSEMENTS                     BROAD COVERAGE ENDT 
  
  *    Non-Owned Liability             Territory - Western Hemisphere - 
       Employees as Insureds Premises  excl. Cuba -
                                       Premises Liability
  *    Fellow Employee                 Baggage - 5,000 - Excl. Charter/Air      
                                       Taxi
  *    Contractual Liability           Hangors - 100,000
  *    Foreign Coverage                Products
  *    Personal Injury                 S & R - 25,000
  *    Guest Voluntary Settlement      Foam - 2,500
  *    Breach of Warranty              Auto Inc. Hull - 25%, 2,000,000 max.
  *    Waiver of Subrogation                            30 day notice
       Broad Form Named Insured        Airworthiness Cert. Excl. deleted
       60 Day Notice of Cancellation   Unearned Premium & Physical Damage 
  *    Time Element                             Total Loss 
                                       Excl. Charter/ Air Taxi  
  *    Corrections Requested
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                           Workers' Compensation
  
  INSURANCE CO:    St. Paul Fire & Marine Ins. Co.      
  POLICY PERIOD:  7-1-95/96
  
  COVERAGE A
  
  Statutory - In the states of IL, MN, NE, & SD
  
  COVERAGE B - EMPLOYER'S LIABILITY
  
  $    1,000,000   Each Accident
  $    1,000,000   Disease - Policy Limit
  $    1,000,000   Disease - Each Employee
  
  EXPERIENCE MODIFICATION
  
  1.87 - Preliminary
  
  ENDORSEMENTS
  
  Foreign Coverage Endorsement
  Notification of Change in Ownership Endorsement
  USL&HW
  Voluntary Comp.
  FELA
  Broad Form Named Insured Endorsement
  90 Days Notice of Cancellation
  Ohio Employers Liability Endorsement
  Stop Gap Employers Liability - NV, ND, WA, WV, WY & OH
  Knowledge of Occurrence
  Deletion of Employers Liability Exclusion for membert of Flying
  Crew
  
  PREMIUM BASIS
  
  Per the attached schedule
  CASEY'S GENERAL STORES, INC.
  
                          Workers' Compensation (cont'd)
  
  DEDUCTIBLE
  
  $  500,000     Each Occurrence
  $  500,000     Each Claim for Disease
  $3,100,000     Aggregate Retention Combined with Auto Liability &
                 General Liability (Adjustable based on 13.96% of W.C. 
                 Payroll - 22,200,831 Estimated payroll)
  
  Deductible is applicable to Claim Settlement & Allocated Loss
  Adjustment Expense.
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                      Workers' Compensation Schedule
  CLASSIFICATION                      CLASS CODE     PAYROLL
  Illinois     
  
  Electric Wiring - 
  Within Building & Drivers           5190           $     200,210
                 
  Contractor-Executive Supervisor 
  Construction Superintendant         5606           $     184,309
                 
  Drivers, Chauffeurs and their 
  Helpers Noc                         7380           $     490,900
                 
  Grocery Dealer - Retail & D         8006           $  14,900,904
                 
  Salespersons - Outside              8742           $     810,658
                 
                 
        Minnesota               
                 
  Electric Wiring - Within Building 
  & Drivers                           5190           $      35,423
                 
  Drivers, Chaufeurs and their 
  Helpers Noc                         7380           $      34,900
                 
  Grocery Dealer - Retail & D         8006           $   1,725,623
                 
  Salespersons - Outside              8742           $     125,090
                 
                 
        Nebraska           
                 
  Drivers, Chaufeurs and their 
  Helpers Noc                         7380           $      55,000
                 
  Grocery Dealer - Retail & D         8006           $   2,001,024
                 
  Salespersons - Outside              8742           $      99,604
  CASEY'S GENERAL STORES, INC.
  
                   Workers' Compensation Schedule (con't)
  
  CLASSIFICATION                      CLASS CODE     PAYROLL
  
        South Dakota            
                 
  Electric Wiring - Within Building 
  & Drivers                           5190           $    43,942
                 
  Grocery Dealer - Retail & D         8006           $ 1,320,620
                 
  Salespersons - Outside              8742           $   172,624
  CASEY'S GENERAL STORES, INC.
  
                       Excess Workers' Compensation
  
  INSURANCE CO:    National Union Fire Ins. Co.     
  POLICY PERIOD:    7-1-95/96   POLICY #: 415 66 67
  
  LIMITS OF LIABILITY
  
  Workers' Compensation -  Statutory
  Employers' Liability -   $1,000,000    Each Accident
                           $1,000,000    Policy Aggregate - Disease 
                           (Including Defense Costs)
  
  SELF-INSURED RETENTION
  
  Specific Excess -   Iowa -    Each Accident       $350,000
                      Disease - Each Employee       $350,000
                      KS/MO -   Each Accident       $275,000
                      Disease - Each Employee       $275,000
  
  Aggregate Excess - Not Applicable - No Aggregate Coverage
  
  RATE
  
  0.100/100 of payroll, Minimum Premium - $58,000
  
  STATES INSURED
  
  IA, KS, & MO
  
  OTHER STATES COVERAGE
  
  No Coverage
  
  USL&HW
  
  No Coverage
  
  OTHER FEDERAL ACTS
  
  No Coverage
  CASEY'S GENERAL STORES, INC.
  
                      Excess Workers' Compensation (Cont.)
  
  VOLUNTARY COMPENSATION
  
  Coverage Included
  
  DEFENSE COST
  
  1.   Right, not Duty to Defend
  2.   Defense cost satisfy retention & are included within limits
  3.   Defense cost includes Allocated Loss Adjustment Expense.
  
  CLAIM REPORTING REQUIREMENTS
  
  50% of SIR or Scheduled Injury
  
  PAYMENT BASIS
  
  Indemnity
  
  AIRCRAFT COVERAGE
  
  Limited to scheduled aircraft only:
  *  1987 Piper Malibu
     1983 Cessna 182RG
     1979 Citation 501
  60 Day Notice Required for Newly Acquired Aircraft.
  
  * Deletion of the Malibu requested not yet received
  
  CANCELLATION
  
  90 Days Notice
  
  NOTED CONDITIONS
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                         Lead Umbrella Liability
  
  INSURANCE CO:    National Union Fire Ins. Co.     
  POLICY PERIOD:  7-1-95/96     POLICY #:    BE309-41-73
  LIMITS OF LIABILITY
  $    25,000,000     Each Occurrence
            25,000,000     P/CO Aggregate
            25,000,000     General Aggregate - Not incl. Auto Liab.
  RETENTION LIMIT
  
  $10,000
  
  RATE
  
  Flat Charge
  
  SPECIAL CONDITIONS
  
  Pollution Exclusion
  Cross Suits Endorsement
  MCS 90 Endorsement
  90 Day Notice of Cancellation
  Broad Form Named Insured
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                             Lead Umbrella Liability
  
                           * Required Underlying Limits
  AUTO LIABILITY
  $    1,000,000      CSL
  
  GENERAL LIABILITY   
  
  Each Occurrence:                  750,000      X/S  250,000 SIR
  PI & AI:                          750,000      X/S  250,000 SIR
  P. & CO. Aggregate:             1,750,000      X/S  250,000 SIR
  General Aggregate:              2,750,000      X/S  250,000 SIR
  Liquor Liability:                 750,000      X/S  250,000 SIR
  
  EMPLOYERS LIABILITY           
  
  IL, MN, NE & SD               
  Each Accident:                  1,000,000 
  Disease - Each Employee:        1,000,000 
  Disease - Policy Aggregate:     1,000,000 
  
  * EMPLOYERS LIABILITY    
            
  IA, KS, MO               
  Each Accident:                  1,000,000 
  Disease - Policy Aggregate:     1,000,000 
  
  AVIATION LIABILITY            
  
  Each Occurrence:               10,000,000       CSL
  * Correction requested
  CASEY'S GENERAL STORES, INC.
  
                        Excess Umbrella Liability
  
  INSURANCE CO:  Cincinnati Insurance Co.    
  POLICY PERIOD: 7-1-95/96      POLICY #: EXL 4383722
  
  LIMITS OF LIABILITY           
  
       $    25,000,000     Each Occurrence
       $    25,000,000     Aggregate - As defined by the Lead
  Umbrella Policy
  
  REQUIRED UNDERLYING LIMITS OF LIABILITY
  
  Lead Umbrella Liability  $    25,000,000   Per Occurrence
                           $    25,000,000   Annual Aggregate
  
  RATE
  
  Flat Charge
  
  SPECIAL CONDITIONS
       
    1. Absolute Pollution Exclusion
  * 2. 90 Day Notice of Cancellation 
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  
  * Correction Requested
  CASEY'S GENERAL STORES, INC.
  
                           Fiduciary Liability
  
  INSURANCE CO:  Cincinnati Ins. Co.      
  POLICY PERIOD: 10-1-93/96
  
  NAMED INSURED
  
  1.   Sole Sponsor of Designated Plan's
  2.   Past, present or future directors, officers or employees of
       the sole sponsor while acting as fiduciary
  3.   Estates, heirs and legal reprsentatives of #2 above
  
  LIMITS OF LIABILITY
  
  1.   Trustee & Fiduciary Liability - $5,000,000 per claim & aggregate
  2.   Employee Benefit Liability - Included
  
  SIR/DEDUCTIBLE
  
  - 0 -
  
  DESIGNATED PLANS
  
  1.   Casey's General Stores, Inc. 401K Plan
  2.   Casey's General Stores, Inc. Employee Stock Ownership Plan - ESOP
  3.   Casey's General Stores, Inc. Group Health Insurance Plan
  4.   Casey's General Stores, Inc. Company Paid $10,000 Term Life
       Insurance Plan
  5.   Casey's General Stores, Inc. Company Paid $50,000 Term Life
       Insurance Plan
  6.   Casey's General Stores, Inc. Company Flexible Spending Program
  7.   Casey's General Stores, Inc. Company Long Term Disability Plan
  
  RETROACTIVE DATE
  
  Not Applicable.  Excludes Wrongful Acts committed prior to policy
  inception date of which the insureds have knowledge.
  
  DISCOVERY PERIOD
  
  12 months - 30% additional premium - Insurers cancellation or
  non-renewal.
  CASEY'S GENERAL STORES, INC.
  
                        Fiduciary Liability (Cont.)
  
  OMNIBUS ENDORSEMENT
  
  Not included.  Includes all future plans subject to 60 day
  written notice.
  
  NON-PECUNIARY DAMAGES
  
  Silent
  
  WAIVER OF RECOURSE
  
  Silent
  
  DEFENSE COST
  
  Included within Limits
  Right not Duty
  
  SPECIAL CONDITIONS
  
  Financial Review Endorsement
  20% Civil Penalty Endorsement
  90 Day Notice of Cancellation
  30 Day Notice Required - Reporting of Claims
  Discovery Period Included
  Non-Imputation - Exclusions Only
  Amendatory Endorsement - Bill Walljasper as Ins. rep.
  
  Refer to policy for further terms, conditions, exclusions &
  limitations.
  CASEY'S GENERAL STORES, INC.
  
                      Directors & Officers Liability
  
  INSURANCE CO:    Cincinnati Ins. Co.    
  POLICY PERIOD:   10-1-95/96
  
  NAMED INSURED
       
  1.   Casey's General Stores, Inc.
  2.   All subsidiaries of which Casey's owns in excess of 50% of
       the stock.
  3.   Newly Acquired/Created Subsidiaries - 60 Day Notice
  4.   Past, current & future Directors & Officers of the above.
  
  LIMITS OF LIABILITY
       
  1.   Directors & Officers Liability - $10,000,000 Per Claim &
       Aggregate
  2.   Company Reimbursement - Included
  
  RETENTION
  
  Per Director or Officer - 0 per loss
  Maximum all Directors or Officers - 0 aggregate
  Corporate Reimbursement - $100,000 per loss
  
  COINSURANCE
  
  None
  
  RETROACTIVE DATE
  
  None - Application warrants no known claims - excepting specific
  matter exclusion.
  
  DISCOVERY PERIOD
  
  90 Days - 30% additional premium - Insurer cancellation or
  non-renewal
  
  DEFENSE COST
  
  Included within Limits
  Right vs. Duty
  CASEY'S GENERAL STORES, INC.
  
                  Directors & Officers Liability (con't)
  
  SPECIAL CONDITIONS
       
  1.   ERISA Exclusion
  2.   Failure to Maintain Insurance Exclusion
  3.   Insured vs. Insured Exclusion - Exception for Wrongful Discharge
  4.   Specific Matter Exclusion
  5.   Additional Insureds - Bill Walljasper, Doug Beech, Eli
       Wirtz, Sam Billmeyer and Julie Jackowski
  6.   90 Day Notice of Cancellation
  7.   Pollution Exclusion - Absolute
       
  Refer to policy for further terms, conditions, exclusions & limitations.
  CASEY'S GENERAL STORES, INC.
  
                      Schedule of Additional Insureds
  
            Additional Insured - Managers or Lessors of Premises
   
  
  1)   Jerry D. Stone
       Route 1 - Box 109
       Earlham, IA 50072
       
       
  2)   Richard and/or Dorothy Sellon
       1941 South 21st Street
       Rogers, AR 72756
       
       
  3)   J & B Stores, Inc.
  CASEY'S GENERAL STORES, INC.
  
                    Schedule of Additional Insureds
  
            Additional Insured - Designated Person or Organization
  
  1)   Clark Oil & Refining              2)   Clark Oil & Refining Corp.
       P.O. Box 81                            8182 Maryland Avenue
       Hartford, IL 62048                     St. Louis, MO 63105-3721
                 
  3)   Clark Oil & Refining              4)   Edward L. Huss
       7022 S. Silco Lane                     304 Sugar Creek Cr.
       Bartonville, IL 61607                  Perry, IA 50220
                 
  5)   J & B Stores, Inc.                6)   John E. Proehl, Inc.
       5238 NW 2nd Avenue                     P.O. Box 215
       Des Moines, IA 50313                   Westbrook, MN 56183
                 
  7)   M D Haynes 83 Revocable Trust     8)   Martin Oil
       D K Haynes 83 Revocable Trust          Marketing Ltd.
       4202 Arizona Circle                    P.O. Box 298
       Ames, IA 50010                         Blue Island, IL 60406
                 
  9)   Sinclair Oil Corporation          10)  Jerry D. Stone
       3401 Fairbanks Avenue                  300 Walnut - #158
       P.O. Box 6247                          Des Moines, IA 50309-2243
       Kansas City, MO 66106         
                 
  11)  The UNO-VEN Co. an IL General     12)  Western Petroleum Company
       Partnership                            9531 West 78th Street
       3850 W. Wilke Road                     Eden Prairie, MN 55344
       Arlington Heights, IL 60004        
                 
  13)  City of Ames                      14)  City of Columbia
       Ames, IA 50010                         701 East Broadway
                                              Columbia, MO 65201
  CASEY'S GENERAL STORES, INC.
  
                  Schedule of Additional Insureds (con't)
  
             Additional Insured - Designated Person or Organization
  
  15)  City of Greenville                16)  City of Taylorville
       Municipal Corp                         Office of City Clerk
       % Tom Mier - City Attorney             115 North Main
       315 West College Avenue                Taylorville, IL 62568
                 
  17)  Koch Refining Company             18)  Village of Tampico
       4100 Elm Street                        104 W. Market Street
       Bettendorf, IA 52722-6429              Tampico, IL 61283-0217
                 
  19)  Don Peck                          20)  Westinghouse Credit Corp.
                 
  21)  Sinclair Oil Terminal         
       Box 1446       
       Fort Madison, IA 52627
  CASEY'S GENERAL STORES, INC.
  
                       Schedule of Additional Insureds
  
                         Additional Insured - Lessor
  
  1)   Effingham Truck Sales, Inc.         All Leased or Rented Vehicles
       Box 840        
       Effingham, IL 62401      
                 
  2)   Gelco Truck Leasing                 All Hired, Borrowed or Leased 
       Gelco & Subsidiaries                Vehicles
       P.O. Box 1044       
       Chesterfield, MO 63006-1044        
                 
  3)   National Lease of KS City,          All Hired, Borrowed or Leased 
       Inc.                                Vehicles
       P.O. Box 2346       
       Kansas City, KS 66110         
                 
  4)   Ruan Leasing                        All Hired, Borrowed or Leased 
       1800 East 18th                      Vehicles
       Des Moines, IA 50316          
                 
  5)   Ruan Leasing Company                All Hired, Borrowed or Leased 
       706 West Tampa                      Vehicles
       Springfield, MO 65802         
                 
  6)   Ryder Commercial Leasing            All Hired, Borrowed or Leased 
       & Service                           Vehicles
       P.O. Box 419585          
       Kansas City, MO 64141         
                 
  7)   Ryder Tryck Rental                  All Hired, Borrowed or Leased 
       P.O. Box 419585                     Vehicles
       Kansas City, MO 64141         
                 
  8)   Stepco Leasing, Ltd.                All Hired, Borrowed or Leased 
       22570 W. Hwy 60          
       Grayslake, IL 60030
  CASEY'S GENERAL STORES, INC.
  
                      Schedule of Additional Insureds (con't)
  
                            Additional Insured - Lessor
  
  9)   Transport International Pool        All Hired, Borrowed or Leased 
       465 N.E. 45th Place                 Vehicles
       Des Moines, IA 50313          
                 
  10)  The UNO-VEN Co.                     All Hired, Borrowed or Leased 
        an IL General                      Vehicles
        Partnership
        3850 West Wilke Road         
        Arlington Heights, IL 60004       
                 
  11)  Leasetec Corporation                Equipment and All Hired, Borrowed 
       1401 Pearl Street                   or Leased Vehicles
       Boulder, CO 80302        
                 
  12)  Ryder Truck Rental, Inc.            All Hired, Borrowed or Leased 
       2001 Eagle Road                     Vehicles
       Normal, IL 61761
  ANNEX V
  
                   IOWA FRANCHISE LAW DISCLOSURE
  
       During the 1992 legislative session, the Iowa General
  Assembly enacted legislation relating to franchise agreements and
  their enforcement and establishing certain duties and limitations
  on franchisors.  The legislation, currently set forth in Chapter
  523H, Code of Iowa, 1995, as amended ("Chapter 523H"), became
  effective on July 1, 1992, and purports to apply to all new or
  existing franchises that are operated in the State of Iowa after
  the effective date, including those of the Company.  Subsequent
  judicial rulings in cases brought by other Iowa franchisors have
  held, however, that Chapter 523H does not apply to any franchises
  entered into prior to its July 1, 1992 effective date.
  
       As of December 1, 1995, the Company was a party to 89
  franchise agreements entered into with respect to Casey's stores
  being owned and operated by franchisees in the State of Iowa.  Of
  that number, only 2 of the franchise agreements were entered into
  following the effective date of Chapter 523H (the "Covered
  Franchises"); the remainder were all entered into prior to July
  1, 1992.   Certain provisions of the Covered Franchises conflict
  with the provisions of Chapter 523H.  As such, certain
  contractual provisions of the Covered Franchises, including those
  relating to transfer, termination or non-renewal and
  encroachment, may not be valid or enforceable under Chapter 523H.
  
       1.   Chapter 523H includes the following provisions, among
  others, regarding the transfer of a franchise:
  
       a.   A franchisee may transfer a franchise business,
  provided that the transferee satisfies the reasonable current
  qualifications of the franchisor for new franchisees.  A
  reasonable current qualification for a new franchisee is a
  qualification ba se d upon a legitimate business reason.  If the
  proposed transferee does not meet the reasonable current qualifications of 
  the franchisor, the franchiser may refuse to permit the transfer, 
  provided that the refusal of the franchisor to consent to the transfer 
  is not arbitrary or capricious.
  
       b.    A franchisee may transfer the franchisee's interest in a 
  franchise, for the unexpired term of the franchise agreement, and a
  franchisor shall not require the franchisee or the transferee to
  enter into a new or different franchise agreement as a condition
  of the transfer.
  c.   A franchisor shall not transfer its interest in a
  franchise unless the franchisor makes reasonable provision for
  the performance of the franchisor's obligations under the
  franchise agreement by the transferee.
  
       d.   A franchisor, after a transfer of a franchise, shall
  not seek to enforce any covenant of the transferred franchise
  against the transferor which prohibits the transferor from
  engaging in any lawful occupation or enterprise, except for the
  enforcement of a contractual covenant against the transferor not
  to exploit the franchisor's trade secrets or intellectual
  property rights.
  
       e.   The following occurrences shall not be considered
  transfers requiring the consent of the franchisor under a
  franchise agreement:
  
            1.   The succession of ownership of a franchise upon
  the death or disability of a franchisee or the owner of a
  franchise, to the surviving spouse, heir or a partner active in
  the management of the franchisee.
  
            2.   Incorporation of a proprietorship franchisee.
  
            3.   A transfer within an existing ownership group of a
  franchise provided that more than fifty percent of the franchise
  is held by persons who meet the franchisor's reasonable current
  qualifications for franchisees.
  
            4.   A transfer of less than a controlling interest in
  the franchise to the franchisee's spouse or child or children,
  provided that more than fifty percent of the entire franchise is
  held by those who meet the franchisor's reasonable current
  qualifications.
  
            5.   A transfer of less than a controlling interest in the 
  franchise to an employee stock ownership plan, or employee
  incentive plan, provided that more than fifty percent of the
  entire franchise is held by those who meet the franchisor's
  reasonable current qualifications for franchisees.
  
            6.   A grant or retention of a security interest in the
  franchised business or its assets, or an ownership interest in
  the franchisee.
  2.   Chapter 523H imposes a requirement for good cause in
  terminations of franchises prior to the expiration date of the
  franchise agreement.  Good cause is defined to be cause based
  upon a legitimate business reason, and includes the failure of a
  franchisee to comply with any material lawful requirement of the
  franchise agreement, provided that the termination by the
  franchisor is not arbitrary or capricious.  Chapter 523H further
  provides that a franchisor may terminate a franchise upon written
  notice and without an opportunity to cure under the following
  circumstances:
  
            a.   The franchisee or the business to which the
  franchise relates is declared bankrupt or judicially determined
  to be insolvent.
  
            b.   All or a substantial part of the assets of the
  franchise or the business to which the franchise relates are
  assigned to or for the benefit of any creditor.
  
            c.   The franchisee voluntarily abandons the franchise.
  
            d.   The franchisor and franchisee agree in writing to
  terminate the franchise.
  
            e.   The franchisee knowingly makes any material
  misrepresentations or knowingly omits to state any material facts
  relating to the acquisition or ownership or operation of the
  franchise business.
  
            f.   After three material breaches of a franchise
  agreement occurring within a twelve-month period, for which the
  franchisee has been given notice and an opportunity to cure, the
  franchisor may terminate upon any subsequent material breach
  within the twelve-month period without providing an opportunity
  to cure, provided the action is not arbitrary and capricious.
  
            g.   The franchised business or business premises of
  the franchisee are lawfully seized, taken over, or foreclosed by
  a government authority or official.
  
            h.   The franchisee is convicted of a felony or any
  other criminal misconduct which materially and adversely affects
  the operation, maintenance or goodwill of the franchise.
  
            i.   The franchisee operates the franchised business in
  a manner that imminently endangers the public health and safety.
  
       3.   Chapter 523H further provides that a franchisor shall
  not refuse to renew a franchise unless the franchisee has been
  notified of the franchisor's intent at least six months prior to
  the expiration date and one of the following circumstances exist:
  a.   Good cause exists for termination (defined as
  "cause based on a legitimate business reason").
  
            b.   The franchisor and franchisee agree not to renew
  the franchise.
  
            c.   The franchisor completely withdraws from directly
  or indirectly distributing its products or services in the
  geographic market served by the franchisee.
  
       4.   Chapter 523H further provides that if a franchisor
  develops, or grants to a franchisee the right to develop, a new
  outlet or location which sells essentially the same goods or
  services under the same trademark, service mark, trade name, logo
  type or other commercial symbol as an existing franchisee and the
  new outlet or location has an adverse effect on the gross sales
  of the existing franchisee's outlet or location, the existing
  adversely affected franchisee has a cause of action for monetary
  damages (limited to no more than three years of proven loss
  profits attributable to certain compensable sales), unless any of
  the following apply:
  
       (a)  The franchisor has first offered the new outlet or
  location to the existing franchisee on the same basic terms and
  conditions available to the other potential franchisee, or, if
  the new outlet or location is to be owned by the franchisor, on
  the terms and conditions that would ordinarily be offered to a
  franchisee for a similarly situated outlet or location.  
  
            (b)  The adverse impact on the existing franchisee's
  annual gross sales, based on a comparison to the annual gross
  sales from the existing outlet or location during the
  twelve-month period immediately preceding the opening of the new
  outlet or location, is determined to have been less than five
  percent during the first twelve months of operation of the new
  outlet or location.
  
            (c)  The existing franchisee, at the time the
  franchisor develops, or grants to a franchisee the right to
  develop, a new outlet or location is not in compliance with the
  franchisor's then current reasonable criteria for eligibility for
  a new franchise.
  
            (d)  The franchisor has established that it has (i) a
  formal procedure for hearing and acting upon claims by an
  existing franchisee with regard to a decision by the franchisor
  to develop, or grant to a franchisee the right to develop, a new
  outlet or location prior to the opening of the same and (ii) a
  reasonable formal procedure for awarding compensation or other
  form of consideration to a franchisee to offset all or a portion
  of the franchisee's loss profits caused by the establishment of
  the new outlet or location.
  Chapter 523H was amended during the 1995 legislative
  session, but several significant ambiguities and concerns remain. 
  As a result, the Company recently determined not to grant any new
  Iowa franchises until further amending legislation is enacted or
  other favorable court rulings are rendered.  Until that time, the
  Company intends to take such further actions as its existing Iowa
  franchise agreements may permit.  Such actions have included the
  continuation of a number of existing Iowa franchise agreements
  beyond their stated term on a year-to-year basis, to the extent
  provided in the franchise agreement, but without prejudice to the
  Company's other rights contained therein.  It is the Company's
  position that such an extension does not represent a new
  "franchise" within the meaning of Chapter 523H, but there are no
  provisions in Chapter 523H which expressly so state, nor have
  there been any judicial rulings directly addressing that
  interpretation.  To the extent such an extension is determined to
  constitute a new franchise subject to Chapter 523H, the
  legislation may preclude the enforcement of those provisions of
  the franchise agreement that conflict therewith.
  EXHIBIT A
  
                        CASEY'S GENERAL STORES, INC.
  
                            7.38% SENIOR NOTE
  
                          Due December 28, 2020
  
                              ______________
  
       THIS NOTE MAY BE SUBJECT TO A HOME OFFICE PAYMENT AGREEMENT
  AND ACCORDINGLY ANY PROSPECTIVE PURCHASER SHOULD FIRST VERIFY THE
  UNPAID PRINCIPAL AMOUNT WITH THE COMPANY.
  
                              ______________
  
  Registered Note No. R-___                           December 28, 1995
  $__________
  
       CASEY'S GENERAL STORES, INC., an Iowa corporation (the
  "Company), for value received, hereby promises to pay to
  ____________________ or registered assigns, on the twenty-eighth
  day of December, 2020, the principal amount of ___________
  Dollars ($__________) and to pay interest (computed on the basis
  of a 360-day year of twelve 30-day months) on the principal
  amount from time to time remaining unpaid hereon at the rate of
  seven and thirty-eight hundredths percent (7.38%) per annum from
  the date hereof until maturity, payable semi-annually on the
  twenty-eighth day of each June and December in each year,
  commencing June 28, 1996, and at maturity, and to pay interest on
  overdue principal, premium and (to the extent legally
  enforceable) on any overdue installment of interest at the rate
  of nine and thirty-eight hundredths percent (9.38%) per annum
  after maturity or the due date thereof, whether by acceleration
  or otherwise, until paid.  Payments of the principal of, the
  premium, if any, and interest on this Note shall be made in
  lawful money of the United States of America in the manner and at
  the place provided in Section 2.5 of the Note Agreement
  hereinafter defined.
  
       This Note is issued under and pursuant to the terms and
  provisions of a Note Agreement, dated as of December 1, 1995, entered 
  into by the Company with the Purchaser named in Schedule
  I thereto (the "Note Agreement"), and this Note and any holder
  hereof are entitled to all of the benefits and are bound by the
  terms provided for by such Note Agreement or referred to therein. 
  The provisions of the Note Agreement are incorporated in this
  Note to the same extent as if set forth at length herein.
  As provided in the Note Agreement, upon surrender of this
  Note for registration of transfer, duly endorsed or accompanied
  by a written instrument of transfer duly executed by the
  registered holder hereof or his attorney duly authorized in
  writing, a new Note for a like unpaid principal amount will be
  issued to, and registered in the name of, the transferee upon the
  payment of the taxes or other governmental charges, if any, that
  may be imposed in connection therewith.  The Company may treat
  the person in whose name this Note is registered as the owner
  hereof for the purpose of receiving payment and for all other
  purposes, and the Company shall not be affected by any notice to
  the contrary.
   
       This Note may be declared due prior to its expressed
  maturity date, voluntary prepayments may be made hereon and
  certain prepayments are required to be made hereon all in the
  events, on the terms and in the manner as provided in the Note
  Agreement.  Such prepayments include certain required prepayments
  on June 28 and December 28 of each year beginning December 28,
  2010 and ending June 28, 2020 and certain optional prepayments
  with a premium.
  
       Should the indebtedness represented by this Note or any part
  thereof be collected in any proceeding provided for in the Note
  Agreement or be placed in the hands of attorneys for collection,
  the Company agrees to pay, in addition to the principal, premium,
  if any, and interest due and payable hereon, all reasonable costs
  of collecting this Note, including reasonable attorneys' fees and
  expenses.
  
       This Note and the Note Agreement are governed by and
  construed in accordance with the laws of the State of Iowa.
  
                      CASEY'S GENERAL STORES, INC.
                                
                      By:----------------------------
                      Its:
  EXHIBIT B
  
                            LEGAL OPINIONS
  
       A.   The opinion of Gardner, Carton & Douglas, special
  counsel for the Purchaser, shall be to the effect that:
  
       1.   The Company is a corporation organized and validly
  existing in good standing under the laws of the State of Iowa,
  with all requisite corporate power and authority to carry on its
  business as now conducted, to enter into and perform the
  Agreement and to issue and sell the Notes.
  
       2.   The Agreement has been duly authorized by proper
  corporate action on the part of the Company, has been duly
  executed and delivered by an authorized officer of the Company
  and constitutes the legal, valid and binding agreement of the
  Company, enforceable in accordance with its terms, except to the
  extent that enforcement of the Agreement may be limited by
  applicable bankruptcy, insolvency, reorganization, moratorium or
  similar laws of general application relating to or affecting the
  enforcement of the rights of creditors or by equitable
  principles, regardless of whether enforcement is sought in a
  proceeding in equity or at law.
  
       3.   The Notes have been duly authorized by proper corporate
  action on the part of the Company, have been duly executed and
  delivered by an authorized officer of the Company and constitute
  the legal, valid and binding obligations of the Company,
  enforceable in accordance with their terms, except to the extent
  that enforcement of the Notes may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or similar
  laws of general application relating to or affecting the
  enforcement of the rights of creditors or by equitable
  principles, regardless of whether enforcement is sought in a
  proceeding in equity or at law.
  
       4.   Based upon the representations set forth in the
  Agreement, the offering, sale and delivery of the Notes do not
  require the registration of the Notes under the Securities Act of
  1933, as amended, nor the qualification of an indenture under the
  Trust Indenture Act of 1939, as amended.
  
       5.   The issuance and sale of the Notes and compliance with
  the terms and provisions of the Notes and the Agreement will not
  conflict with or result in any breach of any of the provisions of
  the Certificate of Incorporation or By-Laws of the Company.
  The opinion of Gardner, Carton & Douglas also shall state that
  the opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee,
  P.C., counsel for the Company, delivered to you pursuant to the
  Agreement, is satisfactory in form and scope to Gardner, Carton &
  Douglas, and, in their opinion, the Purchaser and it are
  justified in relying thereon and shall cover such other matters
  relating to the sale of the Notes as the Purchaser may reasonably
  request.  Gardner, Carton & Douglas may rely, as to matters of
  Iowa law, on the opinion of Ahlers, Cooney, Dorweiler, Haynie,
  Smith & Allbee, P.C.
  
       B.   The opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith
  & Allbee, P.C., counsel for the Company, shall cover all matters
  specified in clauses 1 through 6 set forth above and also shall
  be to the effect that:
  
       1.   The Company has full corporate power and authority to
  conduct the activities in which it is now engaged and own its
  property.
  
       2.   Each Subsidiary of the Company is a corporation duly
  organized and validly existing in good standing under the laws of
  its jurisdiction of incorporation, and each has all requisite
  corporate power and authority to carry on its business as now
  conducted and own its property.
  
       3.   Each of the Company and its Subsidiaries is duly
  qualified or licensed and in good standing as a foreign
  corporation authorized to do business in each jurisdiction where
  the nature of the business transacted by it or the character of
  its properties owned or leased makes such qualification or
  licensing necessary except where failure to so qualify would not,
  individually or in the aggregate, have a material adverse affect
  on its business, properties, or condition, financial or
  otherwise.
  
       4.   No authorization, approval or consent of any
  governmental or regulatory body is necessary or required in
  connection with the lawful execution and delivery by the Company
  of the Agreement or the lawful offering, issuance and sale of the Notes, 
  and no designation, filing, declaration, registration and/or 
  qualification with any governmental authority is required
  by the Company in connection with such offer, issuance and sale.
  5.   The issuance and sale of the Notes and the execution,
  delivery and performance by the Company of the Agreement will not
  conflict with, or result in any breach or violation of any of the
  provisions of, or constitute a default under, or result in the
  creation of any Lien on the property of the Company or any
  Subsidiary pursuant to, (i) the provisions of the Certificate of
  Incorporation or other charter document or by-laws of the Company
  or any Subsidiary or any loan agreement under which the Company
  or any Subsidiary is bound, or other agreement or instrument
  known to such counsel (after due inquiry) to which the Company or
  any Subsidiary is a party or by which any of them or their
  property is bound or (ii) any Iowa law (including usury laws) or
  regulation, order, writ, injunction or decree of any court or
  governmental authority applicable to the Company known to such
  counsel.
  
       6.   There are no actions, suits or proceedings pending or,
  to the best of such counsel's knowledge after due inquiry,
  threatened against, or affecting the Company or its Subsidiaries,
  at law or in equity or before or by any Federal, state, municipal
  or other governmental department, commission, board, bureau,
  agency or instrumentality, domestic or foreign, which are likely
  to result, either individually or in the aggregate, in any
  material adverse change in the business, properties, operations
  or condition, financial or otherwise, of the Company and its
  Subsidiaries taken as a whole.
  
       7.   All of the issued and outstanding shares of capital
  stock of each Subsidiary have been duly and validly issued, are
  fully paid and nonassessable and, to the knowledge of such
  counsel, are owned by the Company free and clear of any Lien.
  
       8.   The issuance of the Notes and the use of the proceeds
  of the sale of the Notes do not violate or conflict with
  Regulation G, T, U or X of the Board of Governors of the Federal
  Reserve System (12 C.F.R., Chapter II).
  
       9.   Neither the Company nor any Subsidiary is:  (i) a
  "public utility company" or a "holding company," or an
  "affiliate" or a "subsidiary company" of a "holding company," or
  an "affiliate" of such a "subsidiary company," as such terms are defined 
  in the Public Utility Holding Company Act of 1935, as
  amended, or (ii) a "public utility" as defined in the Federal
  Power Act, as amended, or (iii) an "investment company" or an
  "affiliated person" thereof or an "affiliated person" of any such
  "affiliated person," as such terms are defined in the Investment
  Company Act of 1940, as amended.
  The opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee,
  P.C. shall cover such other matters relating to the sale of the
  Notes as the Purchaser may reasonably request.  With respect to
  matters of fact on which such opinion is based, such counsel
  shall be entitled to rely on appropriate certificates of public
  officials and officers of the Company and with respect to matters
  governed by the laws of any jurisdiction other than the United
  States of America and the State of Iowa, such counsel may rely
  upon the opinions of counsel deemed (and stated in their opinion
  to be deemed) by them to be competent and reliable.