GUARANTEE LIFE COMPANIES INC, S-8, 1996-12-13

GUARANTEE LIFE COMPANIES INC
S-8, 1996-12-13
LIFE INSURANCE

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<PAGE>

As filed with the Securities and Exchange Commission on December 13, 1996

Registration No. __________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------

FORM S-8
Registration Statement
Under the Securities Act of 1933

THE GUARANTEE LIFE COMPANIES INC.
----------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 47-0785066
---------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
---------------------------------------- -----
(Address of principal executive offices) (Zip code)

THE GUARANTEE LIFE COMPANIES INC.
1994 LONG TERM INCENTIVE PLAN

THE GUARANTEE LIFE COMPANIES INC.
DIRECTORS STOCK INCENTIVE PLAN

GUARANTEE LIFE INSURANCE COMPANY
THRIFT SAVINGS PLAN AND TRUST
-----------------------------
(Full title of the plans)

Richard A. Spellman, Esq.
Senior Vice President,
General Counsel and Secretary
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114 (402) 361-7300
---------------------------------------- --------------
(Name and address of agent for service) (Telephone number, including area
code, of agent for service)

Copies to:
----------------------
Joe E. Armstrong, Esq.
Kutak Rock
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000

<PAGE>
Calculation of Registration Fee

===============================================================================
<TABLE>
<CAPTION>
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Registration
to be Registered Registered/(1)/ Price Per Share Offering Price Fee
- - ------------------------- --------------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 423,619 shares/(2)/ $13.00/(3)/ $ 5,507,047/(3)/ $ 1,668.80
par value $0.01 per share 5,200 shares/(2)/ $16.50/(3)/ $ 85,800/(3)/ $ 26.00
10,000 shares/(2)/ $17.375/(3)/ $ 173,750/(3)/ $ 52.65
5,000 shares/(2)/ $19.50/(3)/ $ 97,500/(3)/ $ 29.55
302,009 shares/(2)/ $19.375/(4)/ $ 5,851,424/(4)/ $ 1,773.16

Common Stock, 30,000 shares/(5)/ $17.125/(3)/ $ 513,750/(3)/ $ 155.68
par value $0.01 per share 60,000 shares/(5)/ $19.375/(4)/ $ 1,162,500/(4)/ $ 352.27

Common Stock, 1,000,000 shares/(6)/ $19.375/(4)/ $19,375,000/(4)/ $ 5,871.21
par value $0.01 per share

Total 1,835,828 shares $32,766,771 (3),(4) $ 9,929.32

</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional
shares which may be issued under the Registrant's 1994 Long Term Incentive
Plan and Directors Stock Incentive Plan as a result of stock splits, stock
dividends or similar transactions in accordance with the provisions of
these plans and an indeterminate amount of interests to be offered or sold
pursuant to the Guarantee Life Insurance Company Thrift Savings Plan and
Trust described herein.

(2) The number of shares indicated are issuable under the Registrant's 1994
Long Term Incentive Plan.

(3) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
registration fee, based on the exercise price of the stock options as
indicated in the table.

(4) Estimated pursuant to Rule 457(h) and (c) solely for purposes of
calculating the registration fee. The price per share is estimated to be
$19.375 based on the average of the high ($19.625) and low ($19.125)
trading prices for the Common Stock in the NASDAQ National Market on
December 9, 1996, as reported in the Wall Street Journal on December 10,
1996.

(5) The number of shares indicated are issuable under the Registrant's
Directors Stock Incentive Plan.

(6) The number of shares indicated are being registered under the Guarantee
Life Insurance Company Thrift Savings Plan and Trust.
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents, previously filed with the Securities and Exchange
Commission by The Guarantee Life Companies Inc. (the "Registrant") and
concurrently filed herewith by the Guarantee Life Insurance Company Thrift
Savings Plan and Trust pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

(b) the Annual Report on Form 11-K for the fiscal year ended September
30, 1996 of the Guarantee Life Insurance Company Thrift Savings Plan and
Trust which is being filed concurrently with this Registration Statement;

(c) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above;

(d) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 13, 1995.

Each document filed by the Registrant or the Guarantee Life Insurance
Company Thrift Savings Plan and Trust pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all such securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing such documents.

ITEM 4. Description of Securities.

Not Applicable.

ITEM 5. Interests of Named Experts and Counsel.

The legal validity of the shares of Common Stock to be originally issued by
the Registrant under the Registrant's 1994 Long Term Incentive Plan and its
Directors Stock Incentive Plan pursuant to this Registration Statement is being
passed upon by Richard A. Spellman, Senior Vice President, General Counsel and
Secretary of the Registrant. As of December 1, 1996, Mr. Spellman beneficially
owned 3,300 shares of Common Stock of the Registrant and options exercisable for
an additional 19,889 shares of Common Stock of the Registrant.
<PAGE>

ITEM 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:

"Section 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE. (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

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<PAGE>

(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the

3
<PAGE>

corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."

Article V of the Registrant's Amended and Restated Bylaws provides with
regard to indemnification of director and officers as follows:

(S)

"ARTICLE V

INDEMNIFICATION

Section 5.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation (including Guarantee Life Insurance Company) or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 5.2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee

4
<PAGE>

only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in this
Section 5.1 of this Article V shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"); and provided, further, that, if the General Corporation Law of the
State of Delaware requires it, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this Article V or otherwise (hereinafter an "undertaking").

Section 5.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section
5.1 of this Article V is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article V or otherwise
shall be on the Corporation.

Section 5.3. NONEXCLUSIVITY OF RIGHTS. The rights of indemnification and
to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.

5
<PAGE>

Section 5.4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

Section 5.5. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article V or as otherwise permitted under the General Corporation Law of
the State of Delaware with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

Section 5.6. INDEMNIFICATION CONTRACTS. The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans,
providing for indemnification rights equivalent to or, if the Board of Directors
so determines, greater than those provided for in this Article V.

Section 5.7. EFFECT OF AMENDMENT. Any amendment, repeal or modification
of any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right to protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification."

Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides with regard to the limitation of liability of directors and officers as
follows:

"(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:

* * * *

(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of this
Title, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member of the governing
body of a corporation which is not authorized to issue capital stock, and
(y) to such other persons, if any, who, pursuant to a provision of the
certificate of incorporation in accordance with subsection (a) of (S) 141
of this title, exercise or perform any of the

6
<PAGE>

powers or duties otherwise conferred or imposed upon the board of directors
by this title."

Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides with regard to limitation of liability of directors and
officers as follows:

"ARTICLE VIII

Section 1. A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of the director (a) for any breach of his duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derives an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended after the
filing of this Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

Section 2. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such repeal
or modification."

The Registrant maintains a director and officer insurance policy which
insures the directors and officers of the Registrant against damages, judgments,
settlements and costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as directors and officers.

ITEM 7. Exemption from Registration Claimed.
- - -------

Not Applicable

ITEM 8. Exhibits.

The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.

Exhibit
Number Description
- - ------- ----------------------

4(a) Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No. 0-27688).

7
<PAGE>

4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-27688).

4(c) Form of Certificate of the Registrant's Common Stock, par value $0.01
per share (incorporated by reference to Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (Commission File No.
33-92992) filed with the Commission on October 11, 1995.)

4(d) The Registrant's 1994 Long Term Incentive Plan (incorporated by
reference to the Registrant's Registration Statement on Form S-1
(Commission File No. 33-92992) filed with the Commission on June 1,
1995.)

4(e) Amendment No. 1 to the Registrant's 1994 Long Term Incentive Plan
(incorporated by reference to Amendment No. 7 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 33-92992)
filed with the Commission on December 12, 1995.)

4(f) Amendment No. 2 to the Registrant's 1994 Long Term Incentive Plan.

4(g) Form of the Incentive Stock Option Agreement under the Registrant's
1994 Long Term Incentive Plan.

4(h) Form of the Nonqualified Stock Option Agreement under the Registrant's
1994 Long Term Incentive Plan.

4(i) The Registrant's Directors Stock Incentive Plan (incorporated by
reference to the Registrant's Form 10-Q for the period ended June 30,
1996 (Commission File No. 0-27688).

4(j) Amendment No. 1 to the Registrant's Directors Stock Incentive Plan
(incorporated by reference to the Registrant's Form 10-Q for the
period ended September 30, 1996 (Commission File No. 0-27688).

4(k) Form of the Nonqualified Stock Option Agreement under the Registrant's
Directors Stock Incentive Plan.

5 Opinion and Consent of Richard A. Spellman

23(a) Consent of Richard A. Spellman is contained in his opinion filed as
Exhibit 5

23(b) Consent of KPMG Peat Marwick LLP

23(c) Consent of KPMG Peat Marwick LLP

24 Powers of Attorney

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<PAGE>

The Registrant hereby undertakes that it will submit or has submitted the
Guarantee Life Insurance Company Thrift Plan and Trust and any amendment
thereto, required to be filed with the Internal Revenue Service ("IRS"), to the
IRS in a timely manner and has made or will make all changes required by the IRS
in order to qualify the plan.

ITEM 9. Undertakings

The undersigned Registrant hereby undertakes:

(a)(l) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, and each filing of the
Guarantee Life Insurance Company Thrift Savings Plan and Trust annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) That, insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant as described in Item 6 hereof or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on December 13, 1996.

THE GUARANTEE LIFE
COMPANIES INC.

By /s/ Richard A. Spellman
-------------------------------
Richard A. Spellman,
Senior Vice President
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities as of December 13, 1996.

Signature Title
--------- -----

/s/ Robert D. Bates* Chairman of the Board,
- - --------------------------- Director, President and Chief
Robert D. Bates Executive Officer
(Principal Executive Officer)

/s/ William L. Bauhard Senior Vice President and
- - --------------------------- Chief Financial Officer
William L. Bauhard (Principal Financial Officer)

/s/ John E. Burch Vice President and Controller
- - ---------------------------
John E. Burch

/s/ Frederick M. Bekins* Director
- - ---------------------------
Frederick M. Bekins

/s/ Clyde R. Bell* Director
- - ---------------------------
Clyde R. Bell

/s/ John R. Cochran* Director
- - ---------------------------
John R. Cochran

/s/ Eugene A. Conley* Director
- - ---------------------------
Eugene A. Conley

/s/ Theodore C. Cooley* Director
- - ---------------------------
Theodore C. Cooley

/s/ Thomas T. Hacking* Director
- - ---------------------------
Thomas T. Hacking

/s/ James M. McClymond* Director
- - ---------------------------
James M. McClymond

/s/ Bernard W. Reznicek* Director
- - ---------------------------
Bernard W. Reznicek

/s/ Adrian J. Scribante* Director
- - ---------------------------
Adrian J. Scribante
<PAGE>

/s/ Janice D. Stoney* Director
- - ---------------------------
Janice D. Stoney

/s/ William F. Welsh, II* Director
- - ---------------------------
William F. Welsh, II

/s/ Richard A. Spellman
-----------------------
* By Richard A. Spellman, Richard A. Spellman as attorney in fact for
as attorney in fact the individuals as indicated.
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska,
on December 13, 1996.

GUARANTEE LIFE INSURANCE COMPANY
THRIFT SAVINGS PLAN AND TRUST

/s/ David L. Bomberger
------------------------------------
David L. Bomberger, Trustee

/s/ Saralee L. Ryan
------------------------------------
Saralee L. Ryan, Trustee

/s/ Richard A. Spellman
------------------------------------
Richard A. Spellman, Trustee
<PAGE>

EXHIBIT INDEX

Exhibit
Number Description
<S> <C>
4(a) Amended and Restated Certificate of Incorporation of the
Registrant
(incorporated by reference to the Registrant's Form 10-K for the
fiscal year ended December 31, 1995 (Commission File
No. 0-27688).

4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-27688).

4(c) Form of Certificate of the Registrant's Common Stock, par value
$0.01 per share (incorporated by reference to Amendment No. 3 to
the Registrant's Registration Statement on Form S-1 (Commission
File No. 33-92992) filed with the Commission on October 11, 1995.)

4(e) Amendment No. 1 to the Registrant's 1994 Long Term Incentive
Plan (incorporated by reference to Amendment No. 7 to the
Registrant's Registration Statement on Form S-1 (Commission File
No. 33-92992) filed with the Commission on December 12, 1995.)

4(f) Amendment No. 2 to the Registrant's 1994 Long Term Incentive
Plan.

4(g) Form of the Incentive Stock Option Agreement under the
Registrant's 1994 Long Term Incentive Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4(h) Form of the Nonqualified Stock Option Agreement under the
Registrant's 1994 Long Term Incentive Plan.

4(i) The Registrant's Directors Stock Incentive Plan (incorporated by
reference to the Registrant's Form 10-Q for the period ended June
30, 1996 (Commission File No. 0-27688).

4(j) Amendment No. 1 to the Registrant's Directors Stock Incentive Plan
(incorporated by reference to the Registrant's Form 10-Q for the
period ended September 30, 1996 (Commission File No. 0-27688).

4(k) Form of the Nonqualified Stock Option Agreement under the
Registrant's Directors Stock Incentive Plan.

5 Opinion and Consent of Richard A. Spellman

23(a) Consent of Richard A. Spellman is contained in his opinion filed
as Exhibit 5

23(b) Consent of KPMG Peat Marwick LLP

23(c) Consent of KPMG Peat Marwick LLP

24 Powers of Attorney
</TABLE>

<PAGE>

Exhibit 4(f)

AMENDMENT NO. 2 TO

THE GUARANTEE LIFE COMPANIES INC.
1994 LONG TERM INCENTIVE PLAN

Reference is made to The Guarantee Life Companies Inc. 1994 Long Term
Incentive Plan (the "Plan") adopted on December 15, 1994 by the Board of
Directors of The Guarantee Life Companies Inc. (the "Company"), adopted on
December 15, 1994 by Guarantee Mutual Life Company, as the sole shareholder of
the Company, and amended on April 6, 1995 and December 8, 1995 by the Board of
Directors of the Company. Capitalized terms used herein but not otherwise
defined have the meanings assigned to them in the Plan.

At a meeting duly called and held on November 14, 1996, this Amendment No.
2 to the Plan has been adopted by the Board of Directors of the Company:

1. Section 3.1 is amended to delete the second and third sentences
thereof in their entirety.

2. Section 3.2 is amended to delete the third paragraph in its
entirety.

3. Section 9.1 is hereby deleted in its entirety and a new section
9.1 is inserted in lieu thereof, to read as follows:

Section 9.1. GRANT OF RESTRICTED STOCK. Subject to the terms and
conditions of the Plan, the Committee may grant Shares of Restricted Stock to
any Key Employee for such number of Shares and subject to such terms and
conditions not inconsistent with the provisions of the Plan as the Committee
shall determine in its sole discretion.

4. Section 13.1 is amended to delete the second sentence thereof in
its entirety.

5. This Amendment No. 2 shall be effective as of January 1, 1997.

<PAGE>

Exhibit 4(g)

THE GUARANTEE LIFE COMPANIES INC.
1994 LONG TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
(QUALIFIED)

INCENTIVE STOCK OPTION AGREEMENT, dated as of December 26, 1995, between
The Guarantee Life Companies Inc., a Delaware corporation ("Guarantee"), and
_______________________, under the 1994 Long Term Incentive Plan, as the same
may be amended from time to time (the "Plan").

1. Confirmation of Grant; Option Price. Guarantee hereby confirms the
-----------------------------------
grant to you, effective as of the date hereof (the "Grant Date"), of options
(the "Options") to purchase ________ shares of Guarantee's Common Stock, par
value $.01 per share ("Common Stock") at an option price of $13.00 per share
(the "Option Price"). The Options are intended to be incentive stock options
under Section 422 of the Internal Revenue Code of 1986 (the "Code"), as amended;
provided that, to the extent that the value of any portion of the Options that
- - -------------
becomes exercisable in any calendar year exceeds the limitation contained in
Section 422(b)(7) of the Code, such excess shall be treated as a nonqualified
stock option. This Agreement is subject in all respects to the terms of the
Plan, which are made a part of and incorporated into this Agreement. Terms used
in this Agreement with initial capital letters, but not defined herein, shall
have the same meanings as under the Plan.

2. Exercisability. Except as otherwise provided in this Agreement, the
--------------
Options shall become exercisable, subject to the provisions hereof, in 25%
installments, with the first installment becoming exercisable on the second
anniversary of the Grant Date, and with an additional 25% becoming exercisable
on each of the third, fourth and fifth anniversaries of the Grant Date, provided
--------
that 100% of such Options shall become exercisable under the circumstances
described in Section 5(a). Unless an earlier termination date is specified in
accordance with Section 4, the Options shall terminate on the tenth anniversary
of the Grant Date (the "Normal Expiration Date").

3. Method of Exercise and Payment. You may exercise any portion of the
------------------------------
Options that has become exercisable by (i) written notice of exercise to the
secretary and (ii) either (A) paying the exercise price in full in cash or cash
equivalents, including by personal check, or (B) entering into other
arrangements with Guarantee to ensure payment of the exercise price. The
exercise price may also be paid in whole or in part in shares of Common Stock
held by you for at least six months, based on the Fair Market Value of such
Common Stock on the date of exercise. As soon as practicable after receipt of a
written exercise notice and payment of the exercise price of any exercisable
Options, Guarantee shall deliver to you a certificate or certificates
representing the shares of Common Stock acquired upon the exercise thereof. In
the event that the Committee shall determine that any certificates issued under
this Section 3 must bear a legend restricting the transfer of such Common Stock,
such certificates shall bear the appropriate legend.

4. Termination of Employment. (a) Death or Disability. In the event
------------------------- -------------------
that your employment with Guarantee and each of its Subsidiaries terminates by
reason of your death or Disability, then 100% of the Options shall be
exercisable as of the date of such termination, and such Options may be
exercised by you or your beneficiary as designated in accordance with Section 9,
at any time on or before the earlier to occur of (i) the Normal Expiration Date
or (ii) the day before the first anniversary of your termination of employment.
<PAGE>

(b) Retirement. In the event that your employment with Guarantee and
----------
each of its Subsidiaries terminates more than six months after the Grant Date by
reason of your Retirement, then 100% of the Options shall be exercisable as of
the date of such termination, and such Options may be exercised by you at any
time prior to the earlier to occur of (i) the Normal Expiration Date or (ii) the
day before the third anniversary of your termination of employment. Although
you will have three years following your termination of employment to exercise
this option, to obtain the special tax favored treatment of this Option as an
incentive stock option you must exercise the Option within three months of the
date of your termination of employment.

(c) Termination for Cause. In the event that your employment with
---------------------
Guarantee and each of its Subsidiaries is terminated for Cause, all of your
unexercised Options (whether or not then exercisable) shall terminate and be
canceled immediately upon such termination of employment.

(d) Other Termination of Employment. Unless otherwise determined by the
-------------------------------
Committee, in the event that your employment with Guarantee and each of its
Subsidiaries terminates for any reason other than (i) your death or Disability,
(ii) your Retirement or (iii) for Cause, then all of your unexercised Options
(whether or not then exercisable) shall terminate and be canceled immediately
upon such termination of employment.

(e) Forfeiture of Options. If, after your termination of employment,
---------------------
the Committee determines that, either during or after your employment by
Guarantee or one of its Subsidiaries, you engaged in conduct that (i) would have
permitted Guarantee to terminate your employment for Cause had you still been
employed or (ii) otherwise results in damage to the business or reputation of
Guarantee or any of its Subsidiaries, all of the Options that are still
outstanding at the time of such determination shall immediately terminate and be
canceled immediately upon such determination by the Committee. Upon such a
determination by the Committee, Guarantee may disregard any attempted exercise
of the Options by notice delivered prior to such determination, if, at such
time, Guarantee had not completed the steps necessary to effect such exercise.
In such case, Guarantee shall only be obligated to return to you any amounts or
shares of Common Stock remitted in order to exercise such Options.

(f) Noninterference with Employees. For one year after your termination
------------------------------
for any reason from employment with Guarantee or any of its Subsidiaries, you
agree that you will not directly or indirectly recruit, hire, solicit or
encourage any employee of Guarantee or any of its Subsidiaries to leave her/his
employment with Guarantee or any of its Subsidiaries.

5. Change in Control. (a) Accelerated Vesting and Payment. Unless the
----------------- -------------------------------
Committee shall otherwise determine in the manner set forth in Section 5(b), in
the event of a Change in Control each Option (regardless of whether such Options
are at such time otherwise exercisable) shall be canceled in exchange for a
payment in cash of an amount equal to the excess, if any, of the then Fair
Market Value over the Option Price.

(b) Alternative Options. Notwithstanding Section 5(a), no cancellation,
-------------------
acceleration of exercisability, vesting or cash settlement or other payment
shall occur with respect to any Option if the Committee reasonably determines in
good faith, prior to the occurrence of a Change in Control, that such Option
shall be honored or assumed, or new rights substituted therefor (such honored,
assumed or substituted Option being hereinafter referred to as an "Alternative
Option"), provided that any such Alternative Option must:
--------

(i) provide you with rights and entitlements substantially equivalent to or
better than the rights, terms and conditions applicable under such Option,
including, but not limited to, an identical or better exercise and vesting
schedule and identical or better timing and methods of payment;

2
<PAGE>

(ii) have substantially equivalent economic value to such Option
(determined at the time of the Change in Control); and

(iii) have terms and conditions which provide that in the event that your
employment is involuntarily or constructively terminated within two years
following a Change in Control, any conditions on your rights under, or any
restrictions on transfer or exercisability applicable to, each such
alternative Option shall be waived or shall lapse.

6. Tax Withholding. Whenever Common Stock is to be issued pursuant to
---------------
the exercise of an Option, Guarantee shall, if such withholding is required
under applicable law, have the power to withhold, or require you to remit, an
amount sufficient to satisfy Federal, state, and local withholding tax
requirements relating to such transaction, and Guarantee may defer payment of
cash or issuance of Common Stock until such requirements are satisfied. The
Committee may permit you to elect, subject to such conditions as the Committee
shall impose, (i) to have shares of Common Stock otherwise issuable upon the
exercise of an Option withheld or (ii) to deliver to Guarantee previously
acquired shares of Common Stock having a Fair Market Value as of the date of
exercise sufficient to satisfy all or part of your estimated total Federal,
state and local tax obligation associated with the transaction.

7. Nontransferability of Awards. No Options granted hereby may be sold,
----------------------------
transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
All rights with respect to Options shall be exercisable during your lifetime
solely by you. Following your death, all rights with respect to Option shall be
exercised by your designated beneficiary (or, if applicable, your estate).

8. Beneficiary Designation. You may from time to time name any
-----------------------
beneficiary or beneficiaries (who may be named contingently or successively) by
whom any right under this Agreement is to be exercised in case of your death.
Each designation will revoke all prior designations, shall be in a form
reasonably acceptable to Guarantee, and will be effective only when filed in
writing with the Committee during your lifetime.

9. Adjustment of the Number of Option Shares. The number, class and
-----------------------------------------
exercise price of any outstanding Options (and the number of shares of Common
Stock subject to outstanding Option), shall be adjusted by the Committee if, in
its sole discretion, it shall deem such an adjustment to be necessary or
appropriate to reflect any Common Stock dividend, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of Guarantee.

10. Requirements of Law. The issuance of shares of Common Stock
-------------------
pursuant to the Options shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. No shares of Common Stock shall be
issued upon exercise of any Options granted hereunder, if such exercise would
result in a violation of applicable law, including the federal securities laws
and any applicable state securities laws.

11. No Guarantee of Employment. Nothing in this Agreement shall
--------------------------
interfere with or limit in any way the right of Guarantee or any of its
Subsidiaries to terminate your employment at any time, or confer upon you any
right to continue in the employ of Guarantee or any Subsidiary.

12. No Voting Rights. You shall have no right, in respect of Options
----------------
granted hereby, to vote on any matter submitted to Guarantee stockholders until
such time as the shares of Common Stock issuable upon exercise of such Options
have been so issued.

3
<PAGE>

13. Interpretation; Construction. Any determination or interpretation
----------------------------
by the Committee under or pursuant to this Agreement shall be final and
conclusive on all persons affected hereby. In the event of a conflict between
any term of this Agreement and the terms of the Plan, the terms of the Plan
shall control; provided that the Committee shall, to the maximum extent possible
-------------
consistent with the terms of the Plan, interpret this Agreement in a manner that
is consistent with its character as an Incentive Stock Option under Section 422
of the Code.

14. Amendments. The Committee shall have the right, in its sole
----------
discretion, to amend this Agreement, from time to time, provided that no such
amendment shall impair your rights under this Agreement without your consent.
Subject to the preceding sentence, any alteration or amendment of this Agreement
by the Committee shall, upon adoption thereof by the Committee, become and be
binding and conclusive on all persons affected thereby without requirement for
consent or other action with respect thereto by any such person. Guarantee
shall give written notice to you of any such alteration or amendment of this
Agreement as promptly as practicable after the adoption thereof. This Agreement
may also be amended in a written document signed by both you and Guarantee.

15. Miscellaneous. (a) Notices. All notices and other communications
------------- -------
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
mail, return receipt requested, postage prepaid, or by any recognized
international equivalent of such mail delivery, to Guarantee or you, as the case
may be, at the following addresses or to such other address as Guarantee or you
shall specify by notice to the other party:

(i) if to Guarantee, to:
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
Attention: Secretary
---------

(ii) if to you, to the address recorded on the books and records of
Guarantee.

All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof.

(b) Applicable Law. This Agreement shall be governed by and construed
--------------
in accordance with the law of the State of Delaware, regardless of the law that
might be applied under principles of conflict of laws.

(c) Section and Other Headings. The section and other headings
--------------------------
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, Guarantee and you have duly executed this Agreement
as of the date first above written.

THE GUARANTEE LIFE COMPANIES INC.

By: ___________________________________
Richard A. Spellman
Senior Vice President

___________________________________

<PAGE>

Exhibit 4(h)

THE GUARANTEE LIFE COMPANIES INC.
1994 LONG TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

NONQUALIFIED STOCK OPTION AGREEMENT, dated as of December 26, 1995,
between The Guarantee Life Companies Inc., a Delaware corporation ("Guarantee"),
and _________, under the 1994 Long Term Incentive Plan, as the same may be
amended from time to time (the "Plan").

1. Confirmation of Grant; Option Price. Guarantee hereby confirms the
-----------------------------------
grant to you, effective as of the date hereof (the "Grant Date"), of options
(the "Options") to purchase 128,341 shares of Guarantee's Common Stock, par
value $.01 per share ("Common Stock") at an option price of $13.00 per share
(the "Option Price"). The Options are not intended to be incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended.
This Agreement is subject in all respects to the terms of the Plan, which are
made a part of and incorporated into this Agreement. Terms used in this
Agreement with initial capital letters, but not defined herein, shall have the
same meanings as under the Plan.

(e) Forfeiture of Options. If, after your termination of employment, the
---------------------
Committee determines that, either during or after your employment by Guarantee
or one of its Subsidiaries, you engaged in conduct that (i) would have permitted
Guarantee or any of its Subsidiaries to terminate your employment for Cause had
you still been employed or (ii) otherwise results in damage to the business or
reputation of Guarantee or any of its Subsidiaries, all of the Options that are
still outstanding at the time of such determination shall immediately terminate
and be canceled immediately upon such determination by the Committee. Upon such
a determination by the Committee, Guarantee may disregard any attempted exercise
of the Options by notice delivered prior to such determination, if, at such
time, Guarantee had not completed the steps necessary to effect such exercise.
In such case, Guarantee shall only be obligated to return to you any amounts or
shares of Common Stock remitted in order to exercise such Options.

(f) Noninterference with Employees. For one year after your termination
-------------------------------
for any reason from employment with Guarantee or any of its Subsidiaries, you
agree that you will not directly or indirectly recruit, hire, solicit or
encourage any employee of Guarantee or any of its Subsidiaries to leave her/his
employment with Guarantee or any of its Subsidiaries.

(b) Alternative Options. Notwithstanding Section 5(a), no cancellation,
-------------------
acceleration of exercisability, vesting or cash settlement or other payment
shall occur with respect to any Option if the Committee reasonably determines in
good faith, prior to the occurrence of a Change in Control, that such Option
shall be honored or assumed, or new right substituted therefor (such honored,
assumed or substituted Option being hereinafter referred to as an "Alternative
Option"), provided that any such Alternative Option must:
--------

(i) provide you with rights and entitlements substantially equivalent to
or better than the rights, terms and conditions applicable under such
Option, including, but not limited to, an identical or better exercise and
vesting schedule and identical or better timing and methods of payment;

(ii) have substantially equivalent economic value to such Option
(determined at the time of the Change in Control); and

2
<PAGE>

(iii) have terms and conditions which provide that in the event that
your employment is involuntarily or constructively terminated within two
years following a Change in Control, any conditions on your rights
under, or any restrictions on transfer or exercisability applicable to,
each such Alternative Option shall be waived or shall lapse.

6. Tax Withholding. Whenever Common Stock is to be issued pursuant to
---------------
the exercise of an Option, Guarantee shall have the power to withhold, or
require you to remit, an amount sufficient to satisfy Federal, state, and local
withholding tax requirements relating to such transaction, and Guarantee may
defer payment of cash or issuance of Common Stock until such requirements are
satisfied. The Committee may permit you to elect, subject to such conditions as
the Committee shall impose, (i) to have shares of Common Stock otherwise
issuable upon the exercise of an Option withheld or (ii) to deliver to Guarantee
previously acquired shares of Common Stock having a Fair Market Value as of the
date of exercise sufficient to satisfy all or part of your estimated total
Federal, state, and local tax obligation associated with the transaction.

7. Nontransferability of Awards. No Options granted hereby may be sold,
----------------------------
transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
All rights with respect to Options shall be exercisable during your lifetime
solely by you. Following your death, all rights with respect to Options shall
be exercised by your designated beneficiary (or, if applicable, your estate).

9. Adjustment of the Number of Option Shares. The number, class and
-----------------------------------------
exercise price of any outstanding Options (and the number of shares of Common
Stock subject to outstanding Options), shall be adjusted by the Committee if, in
its sole discretion, it shall deem such an adjustment to be necessary or
appropriate to reflect any Common Stock dividend, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of Guarantee.

10. Requirements of Law. The issuance of shares of Common Stock pursuant
-------------------
to the Options shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required. No shares of Common Stock shall be issued upon
exercise of any Options granted hereunder, if such exercise would result in a
violation of applicable law, including the federal securities laws and any
applicable state securities laws.

12. No Voting Rights. You shall have no right, in respect of Options
-----------------
granted hereby, to vote on any matter submitted to Guarantee stockholders until
such time as the shares of Common Stock issuable upon exercise of such Options
have been so issued.

13. Interpretation; Construction. Any determination or interpretation by
----------------------------
the Committee under or pursuant to this Agreement shall be final and conclusive
on all persons affected hereby. In the event of a conflict between any term of
this Agreement and the terms of the Plan, the terms of the Plan shall control.

3
<PAGE>

(i) if to Guarantee, to:
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
Attention: Secretary
---------

(ii) if to you, to the address recorded on the books and records of
Guarantee.

All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof.

(b) Applicable Law. This Agreement shall be governed by and construed in
--------------
accordance with the law of the State of Delaware, regardless of the law that
might be applied under principles of conflict of laws.

(c) Section and Other Headings. The section and other headings contained
--------------------------
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, Guarantee and you have duly executed this Agreement as
of the date first above written.

THE GUARANTEE LIFE COMPANIES INC.

By: ___________________________________
Richard A. Spellman
Senior Vice President

___________________________________

<PAGE>

Exhibit 4(k)
THE GUARANTEE LIFE COMPANIES INC.
DIRECTORS STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

NONQUALIFIED STOCK OPTION AGREEMENT, dated as of August 15, 1996, between
The Guarantee Life Companies Inc., a Delaware corporation ("Guarantee"), and
LastName, under the Directors Stock Incentive Plan, as the same may be amended
from time to time (the "Plan").

1. Confirmation of Award; Option Price. Guarantee hereby confirms the
-----------------------------------
award of a grant to you, effective as of May 9, 1996 (the "Grant Date"), of
options (the "Options") to purchase 3,000 Shares of Guarantee's common stock,
par value $.01 per share ("Common Stock") at an option price of $17.125 per
share (the "Option Price"). The Options are not intended to be incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended.
This Agreement is subject in all respects to the terms of the Plan, which are
made a part of and incorporated into this Agreement. Terms used in this
Agreement with initial capital letters, but not defined herein, shall have the
same meanings as under the Plan.

2. Exercisability. Except as otherwise provided in this Agreement, the
--------------
Options shall become exercisable, subject to the provisions hereof, on the six
(6) month anniversary of the Grant Date and shall expire on the tenth (10th)
anniversary of the Grant Date (the "Normal Expiration Date"). Options may be
exercised only during the continuance of your service as a director of Guarantee
and the one-year period immediately following your termination of service as a
director.

3. Method of Exercise and Payment. You may exercise any portion of the
------------------------------
Options that has become exercisable by (i) written notice of exercise to the
Secretary of the Company and (ii) paying the exercise price in full in cash, in
Shares or any combination thereof. As soon as practicable after receipt of a
written exercise notice and payment of the exercise price of any exercisable
Options, Guarantee shall deliver to you a certificate or certificates
representing the Shares of Common Stock acquired upon the exercise thereof. In
the event that the Board shall determine that any certificates issued under this
Section 3 must bear a legend restricting the transfer of such Common Stock, such
certificates shall bear the appropriate legend.

4. Nontransferability of Awards. No award shall be transferable otherwise
----------------------------
than by will or under the applicable laws of descent and distribution or to a
member of your immediate family. In addition, no award shall be assigned,
negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and no award shall be subject to execution, attachment or similar
process.

5. Adjustment of Option Shares Upon Certain Events. In the event of any
-----------------------------------------------
Share dividend or Share split, recapitalization, merger, consolidation,
combination, spin-off, distribution of assets to shareholders (other than
ordinary cash dividends), exchange of Shares, or other similar corporate change,
the aggregate number of Shares available for
<PAGE>

Awards under Section 5(a) of the Plan or subject to outstanding Options and the
respective exercise prices applicable to outstanding Options shall be
appropriately adjusted by the Board and the Board's determination shall be
conclusive, provided that any fractional Shares resulting from any such
adjustment shall be disregarded.

6. Requirements of Law. The issuance of Shares of Common Stock pursuant
-------------------
to the Options shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required. No Shares of Common Stock shall be issued upon
exercise of any Options granted hereunder, if such exercise would result in a
violation of applicable law, including the federal securities laws and any
applicable state securities laws.

7. No Right to Remain as a Director. The Plan shall not impose any
--------------------------------
obligations on the Company to retain you as a director nor shall it impose any
obligation on your part to remain as a director of the Company.

8. Rights as a Shareholder. You (or a permitted transferee) shall have no
-----------------------
rights as a shareholder with respect to any Shares covered by the Options until
you shall have become the holder of record of such Share(s) and no adjustments
shall be made for dividends in cash or other property or distribution or other
rights in respect to any such Shares, except as otherwise specifically provided
for in the Plan.

9. Issuance of Stock Certificates; Legends; Listing. Upon any exercise of
------------------------------------------------
an Option and payment of the exercise price thereof, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising such Option and shall be delivered to or upon the order of
such person. Certificates for Shares issued upon exercise of an Option shall
bear such legend or legends as the Board, in its discretion, determines to be
necessary or appropriate to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act of 1933, as amended,
or to implement the provisions of any agreements between the Company and you
with respect to such Shares. If at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or the over-the-counter market
or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the sale of Shares under the Plan, no Shares will be delivered
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Board.

10. Amendments. The Board shall have the right, in its sole discretion,
----------
to amend the Plan from time to time, provided that no such amendment shall alter
or impair your rights and obligations arising under any then outstanding award
without your consent.

11. Miscellaneous. (a) Notices. All notices and other communications
------------- -------
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to

2
<PAGE>

have been given if delivered personally or sent by certified mail, return
receipt requested, postage prepaid, or by any recognized international
equivalent of such mail delivery, to Guarantee or you, as the case may be, at
the following addresses or to such other address as Guarantee or you shall
specify by notice to the other party:

(i) if to Guarantee, to:
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
Attention: Secretary

(ii) if to you, to the address recorded on the books and records of
Guarantee.

All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof.

IN WITNESS WHEREOF, Guarantee and you have duly executed this Agreement as
of the date first above written.

THE GUARANTEE LIFE COMPANIES INC.

By: ___________________________________
Richard A. Spellman
Senior Vice President

___________________________________
LastName

<PAGE>
Exhibit 5

THE GUARANTEE LIFE RICHARD A. SPELLMAN
COMPANIES INC.
Senior Vice President,
General Counsel and Secretary

December 13, 1996

Board of Directors
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, NE 68114

Ladies and Gentlemen:

I have acted as counsel to The Guarantee Life Companies Inc. (the
"Company") in connection with the filing of the registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the 835,828 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), issuable
pursuant to the Company's 1994 Long Term Incentive Plan, as amended and the
Company's Directors Stock Incentive Plan, as amended (collectively, the
"Plans"). In rendering the opinion expressed below, I have reviewed such
matters, documents and law as I have deemed necessary for purposes of this
opinion. Based on and subject to the foregoing, it is my opinion that the shares
of Common Stock, when issued and paid for in accordance with the terms of the
Plans, will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.

Very truly yours,

/s/ Richard A. Spellman

Richard A. Spellman

RAS/pm

<PAGE>

Exhibit 23(b)

CONSENT OF INDEPENDENT AUDITORS'

The Board of Directors
The Guarantee Life Insurance Companies Inc.:

We consent to incorporation by reference in the registration statement on Form
S-8 (No.33-xxxxx) of The Guarantee Life Insurance Companies Inc. and
subsidiaries (Guarantee Life) of our reports dated February 12, 1996, related to
the consolidated balance sheets of Guarantee Life as of December 31, 1995 and
1994 and the related consolidated statements of income, shareholders' equity and
cash flows and related schedules for the years ended December 31, 1995, 1994 and
1993, which reports appear in the December 31, 1995 annual report on the Form
10-K of Guarantee Life.

Our report refers to Guarantee Life's adoption of Statement of Financial
Accounting Standards No. 115. Accounting for Certain Investments in Debt and
Equity Securities, in 1994.

/s/ KPMG Peat Marwick LLP

Omaha, Nebraska
December 12, 1996

<PAGE>
EXHIBIT 23(c)

CONSENT OF INDEPENDENT AUDITORS'

The Board of Directors
Guarantee Life Insurance Company:

We consent to incorporation by reference in the registration statement on Form
S-8 use of our report dated December 10, 1996, on the financial statements of
Guarantee Life Insurance Company Thrift Savings Plan and the related financial
statement schedules as of September 30, 1996 and 1995, and for each of the years
in the three-year period ended September 30, 1996.

/s/ KPMG Peat Marwick LLP
Omaha, Nebraska
December 12, 1996

<PAGE>

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director,
officer or both, of The Guarantee Life Companies Inc., a Delaware corporation
(the "Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman
and Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in
my name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
--- ------
1996.

/s/ Robert D. Bates
_____________________________
Robert D. Bates

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Robert D. Bates, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
---
August, 1996.
- - ------

/s/ Frederick M. Bekins
_____________________________
Frederick M. Bekins

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Fredrick M. Bekins, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
---
August, 1996.
- - ------

/s/ C. R. "Bob" Bell
_____________________________
C. R. "Bob" Bell

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared C.R. "Bob" Bell, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
---
August, 1996.
- - ------

/s/ John R. Cochran
_____________________________
John R. Cochran

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared John R. Cochran, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
---
August, 1996.
- - ------

/s/ Eugene A. Conley
_____________________________
Eugene A. Conley

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Eugene A. Conley, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
---
August, 1996.
- - ------

/s/ Theodore C. Cooley
_____________________________
Theodore C. Cooley

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Theodore C. Cooley, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
---
August, 1996.
- - ------

/s/ Thomas T. Hacking
_____________________________
Thomas T. Hacking

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Thomas T. Hacking, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
---
August, 1996.
- - ------

/s/ James M. McClymond
_____________________________
James M. McClymond

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared James M. McClymond, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
---
August, 1996.
- - ------

/s/ Bernard W. Reznicek
_____________________________
Bernard W. Reznicek

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Bernard W. Reznicek, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
---
August, 1996.
- - ------

/s/ A. J. Scribante
_____________________________
A. J. Scribante

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared A.J. Scribante, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
---
August, 1996.
- - ------

/s/ Janice D. Stoney
_____________________________
Janice D. Stoney

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Janice D. Stoney, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)
<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
August, 1996.

/s/ William F. Welsh II
_____________________________
William F. Welsh II

STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)

The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared William F. Welsh II, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.

/s/ Jeanine E. Almond
______________________________

My Commission Expires:

4/21/99
____________________ (SEAL)