Exhibit 10.20(a3)



                                SECOND AMENDMENT

                                       TO

                                MASTER AGREEMENT


     This Second Amendment to Master Agreement (the "Amendment") is entered into
by and among The Ohio Life Insurance Company, an Ohio corporation ("Ohio Life"),
The Ohio Casualty  Insurance  company,  an Ohio corporation  ("Ohio  Casualty"),
Americo Life,  Inc., a Missouri  corporation  ("ALI"),  and Great  Southern Life
Insurance Company, a Texas corporation  ("Great  Southern").  Ohio Life and Ohio
Casualty  are  referred  to  collectively  herein as  "Ohio",  and ALI and Great
Southern are referred to collectively herein as "Americo".

     WITNESSETH:

     WHEREAS, the parties originally entered into a Master Agreement on July 31,
1995, which was subsequently  amended by the First Amendment to Master Agreement
as of October 2, 1995 (collectively hereinafter, the "Master Agreement"); and

     WHEREAS, the parties now desire to amend certain provisions of the Master
Agreement, as provided in this Amendment;

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
agreements,  representations and warranties contained in this Amendment, and for
other   consideration,   the  receipt  and   sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows:

     1.   Modification of Reinsured Business.

     A portion of the Reinsured  Business (as that term is defined in the Master
Agreement) relates to a deferred  compensation  program  established by Ohio for
certain  agents (the  "Deferred  Comp  Program").  The accounts  comprising  the
Deferred Comp Program are identified in Exhibit 1, which is attached  hereto and
incorporated  herein by this reference  (the "Deferred Comp Program  Accounts").
Effective  April 1, 1997,  the Deferred Comp Program  Accounts shall cease to be
Reinsured  Business,  as that term is  defined  in and for all  purposes  of the
Master Agreement.

     2. No Other Revisions. Except only as provided in this Amendment, all terms
and conditions of the Master Agreement remain in full force and effect.


<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
by their  respective  officers by all requisite  corporate and other actions and
approval as of November 17, 1997.


                           THE OHIO LIFE INSURANCE COMPANY

                            By
                               -------------------------------

                            Name      Lauren N. Patch
                               -------------------------------

                            Title     Vice Chairman and President
                               -------------------------------


                           THE OHIO CASUALTY INSURANCE COMPANY

                            By
                               -------------------------------

                             Name     Lauren N. Patch
                               -------------------------------

                             Title    Vice Chairman and President
                               -------------------------------


                           AMERICO LIFE, INC.

                            By
                               -------------------------------

                             Name    Gary L. Jenkins
                               -------------------------------

                             Title   Senior Vice Pres. & Chief Financial Officer
                               -------------------------------


                           GREAT SOUTHERN LIFE INSURANE
                           COMPANY.

                            By
                               -------------------------------

                             Name    Donna Kinnaird
                               -------------------------------

                             Title   Senior Vice Pres. & Assistant Treasurer
                               -------------------------------