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                                                                EXHIBIT 10.22(c)

                   MODIFIED COINSURANCE RETROCESSION AGREEMENT
                              (Ohio State Business)
                        The effective date of the Treaty

                      GREAT SOUTHERN LIFE INSURANCE COMPANY
                  a Texas corporation with executive offices in
                              Kansas City, Missouri




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                   MODIFIED COINSURANCE RETROCESSION AGREEMENT
                              (Ohio State Business)

                              Entered into between

                      GREAT SOUTHERN LIFE INSURANCE COMPANY
                  a Texas corporation with executive offices in
                              Kansas City, Missouri
                        (hereinafter called the Company)

                                       and

                        EMPLOYERS REASSURANCE CORPORATION
                                       of
                              Overland Park, Kansas
                      (hereinafter called the Corporation)


                EFFECTIVE DATE: The effective date of the Treaty

In  consideration  of the mutual covenants  hereinafter  contained,  the parties
hereto do hereby agree as follows:

                                   ARTICLE I.

APPLICATION OF AGREEMENT.  This agreement applies to the reinsurance
agreement described in the following Schedule (herein referred to as Treaty).

                                 Treaty Schedule

             Automatic Coinsurance Reinsurance Agreement between the Corporation
             and The Ohio State Life Insurance Company.

Except where otherwise  indicated herein,  the words and terms in this agreement
shall have the same meaning as given in the Treaty.

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                                   ARTICLE II.

RETROCESSION.  As hereinafter more specifically indicated,  the Corporation will
cede and the Company shall accept a 70% quota share (herein called the Company's
quota share) of certain of the Corporation's interests and liabilities under the
Treaty.


                                  ARTICLE III.

                   LOSS AND MISCELLANEOUS OBLIGATIONS.  The Company is obligated
to the Corporation for the Company's quota share of loss paid by the Corporation
under the Treaty.  The Company is also obligated to the  Corporation for the the
Company's quota share of payments on miscellaneous  reserves and libilities made
by the Corporation under the Treaty (hereinafter called miscellaneous obligation
payments).

                                   ARTICLE IV.

      PRODUCER COMMISSIONS.  The Company is obligated to the Corporation for the
Company's quota share of producer commissions paid by the Corporation under the
Treaty.

                                   ARTICLE V.

POLICY  LOANS.  The Company is obligated to the  Corporation  for the  Company's
quota  share of policy loan  increases.  The  Corporation  is  obligated  to the
Company for the Company's quota share of policy loan decreases.

                                   ARTICLE VI.

INITIAL CONSIDERATION.  The Corporation is obligated to the Company for the
Company's quota share of initial consideration under the Treaty.  The Company is
obligated to the Corporation for the Company's quota share of ceding commission
under the Treaty

                                  ARTICLE VII.

RETROCESSION  PREMIUM.  The  Corporation  is  obligated  to the  Company for the
Company's quota share of the reinsurance  premium under the Treaty.  The Company
is obligated to the  Corporation  for the  Company's  quota share of the expense
commission under the Treaty.

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                                  ARTICLE VIII.

ESCROW.  The Escrow Account defined in Article VI of the Treaty is referred to
in this agreement as the Escrow.  Ownership of all Escrow assets shall remain
with the Corporation.

The Corporation will deposit to the Escrow all payments pertaining to the
Treaty received by the Corporation  from the original  ceding insurer.  The
Corporation will also deposit to Escrow all payments  pertaining to this
agreement  received by the Corporation from the Company.  The Corporation  will
withdraw from Escrow all payments  pertaining to the  Treaty  made  by
the  Corporation  to the  original  ceding  insurer.  The Corporation  will
also  withdraw  from Escrow all  payments  pertaining  to this agreement made
by the Corporation to the Company.

As of the  effective  date,  Escrow  assets shall be valued in  accordance  with
statutory  accounting  practices  which have been prescribed or are permitted by
the National Association of Insurance  Commissioners.  After the effective date,
no change  will be made to the asset  valuation  practices  unless  required  by
Kansas law, Kansas insurance regulation or by the Kansas Insurance Department.

                                   ARTICLE IX.

RESERVE TRANSFER. The Company shall be obligated to the Corporation as indicated
below for the  Company's  quota share of the following  items  applicable to the
Treaty as of the effective date of this agreement:

1.       the policy reserves; plus

2.       miscellaneous reserves and liabilities; minus

3.       miscellaneous assets; and minus

4.       the ceding commission under the Treaty; and minus

5.       the policy loans.

At the end of each calendar  quarter after the effective date, the Company shall
owe the Corporation the increase during the quarter or the Corporation shall owe
the Company the decrease  during the quarter in the Company's quota share of the
sum of the policy reserves and miscellaneous reserves.


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                                   ARTICLE X.

INTEREST.  At the end of each calendar  quarter after the  effective  date,  the
Corporation  shall owe the Company  simple  interest,  at the rate earned by the
Escrow,  on the  Company's  quota  share of average  policy  reserves,  plus the
Company's  quota share of the average  miscellaneous  reserves and  liabilities,
minus  the  Company's  quota  share of the  average  miscellaneous  assets,  all
pertaining to the quarter.

"Average" means the amount of the identified item at the beginning of the period
involved,  plus the amount of the identified item at the end of the same period,
divided by 2.


At the end of each calendar  quarter after the effective  date, the  Corporation
shall owe the Company the  Company's  quota share of the  interest on the policy
loans for the quarter.

                                   ARTICLE XI.

RISK  ALLOWANCE.  The Company  shall pay to the  Corporation  a  quarterly  risk
allowance  pertaining to the Treaty in an amount equal to one-fourth of 1.26% of
the amount at the  beginning of each  calendar  quarter by which "X" exceeds the
Escrow value, where:

         X   =    the  policy  reserves,   plus  the   miscellaneous
                  reserves  and  liabilities,  minus the  miscellaneous
                  assets, and minus the policy loans.

For  purposes  of  the  preceding  calculation,   the  Corporation's  cumulative
withdrawals  of its 30%  quota  share of the  statutory  profits,  and  interest
thereon,  from the Escrow Account,  in accordance  with the second  paragraph of
Section 2 of the Escrow Agreement, shall be added back into the Escrow value.

If the risk  allowance  is more than the  excess of  Article  XII  Credits  over
Article XII Charges,  the risk  allowance  will be reduced to the amount of such
excess.  The risk allowance is not payable with respect to any quarter for which
Article XII Charges exceed Article XII Credits.


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                                  ARTICLE XII.

EXPERIENCE  REFUND. At the end of each accounting  period,  the Company shall be
obligated to the  Corporation  for an experience  refund equal to the percentage
hereinafter  indicated of the amount,  if any, by which the sum of the Company's
quota  share of the  following  Credits  for the period  exceeds  the sum of the
Company's quota share of the following Charges for the period.

                                     CREDITS

1.       This agreement's retrocession premium for the period.

2.       The policy loans at the beginning of the period.

3.       The miscellaneous assets at the end of the period.

4.       The policy reserves and the miscellaneous reserves and liabilities at
         the beginning of the period.

5.       Interest per Article X for the period.

                                     CHARGES

1.       Producer commission for the period.

2.       Expense commission plus expense allowance for the period.

3.       Policy loss incurred during the period.

4.       Miscellaneous obligation payments made during the period.

5.       Policy loans at the end of the period.

6.       The miscellaneous assets at the beginning of the period.

7.       Policy reserves and the miscellaneous reserves and liabilities at the
         end of the period.

8.       The deficit, if any, at the end of the preceding period, including
         interest thereon.


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The first accounting  period shall commence on the effective date and end on the
last day of the calendar quarter in which the effective date occurs. Thereafter,
"accounting period" means each calendar quarter.

As respects each accounting period,  "deficit" means the excess of the preceding
Charges over the preceding Credits.

The percentage  referred to in the first paragraph of this article shall be 100%
for each  accounting  period prior to and  including the one in which the Escrow
Value exceeds "X" (as defined in Article XI), and shall be 7% thereafter.

                                  ARTICLE XIII.

REPORTING,  ACCOUNTING  AND  SETTLEMENT.  Within 25 days  after the  Corporation
receives the original ceding  insurer's report for each accounting  period,  the
Corporation shall furnish to the Company a report (in a form satisfactory to the
Company) showing the following information for the same period:

A.       The following amounts due the Company:

         1.       Initial consideration (first period only);
         2.       Retrocession premium;
         3.       Policy loan decrease;
         4.       Reserve transfer decrease;
         5.       Interest per Article X;

B.       The following amounts due the Corporation:

         1.       Initial reserve transfer;
         2.       Reinsurance losses paid;
         3.       Producer commission;
         4.       Expense commission plus expense allowance;
         5.       Policy loan increase;
         6.       Experience refund;
         7.       Risk allowance;
         8.       Miscellaneous obligation payments;
         9.       Reserve transfer increase;

C.       Balance due Company or Corporation.

D.       The change in the policy reserves and miscellaneous reserves and
         liabilities.

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E.       The change in miscellaneous assets.

If the amount  shown in  subparagraph  C is due the Company,  the  Corporation's
payment thereof shall accompany the report.  If the amount shown in subparagraph
C is due the  Corporation,  the Company  shall make its  payment  thereof to the
Corporation within 25 days after receiving the report.

The Company and the Corporation each agree to pay the other simple interest,  at
the rate earned by the Escrow,  on all  amounts due and not  remitted  within 60
days after the end of any accounting period.

The report for the third  calendar  quarter of each  calendar year shall include
the information  pertaining to the policies which is necessary for preparing the
Company's Annual  Statement.  The report for the fourth calendar quarter of each
calendar year shall include the original ceding  insurer's cash flow analysis of
the  policies  which  is  sufficient  for the  Company's  use in  preparing  its
actuarial opinion.

                                  ARTICLE XIV.

CLAIMS.  The Company will abide by the claim handling decisions of the original
ceding insurer.

                                   ARTICLE XV.

INSPECTION OF RECORDS.  The Company may inspect the records of the
Corporation pertaining to the Treaty.

                                  ARTICLE XVI.

INSOLVENCY CLAUSE.  The Insolvency Clause attached to this agreement is hereby
made a part of this agreement.

                                  ARTICLE XVII.

ASSIGNMENTS   AND  CHANGES  OF  INTEREST.   No   assignment  or  change  of  the
Corporation's  interest hereunder,  whether voluntary or involuntary and whether
by  merger or  reinsurance  of its  entire  business  with  another  insurer  or
otherwise, shall be binding upon the Company.

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                                 ARTICLE XVIII.

OFFSET.  The  Corporation  or the  Company  may offset any  balance,  whether on
account of premiums,  commissions,  loss or claim expenses due from one party to
the  other  under  this  agreement  or under  any  other  reinsurance  agreement
heretofore or hereafter  entered into between the  Corporation  and the Company,
whether acting as ceding company or assuming reinsurer.


                                  ARTICLE XIX.

ENTIRE  AGREEMENT.  This agreement shall constitute the entire agreement between
the parties with respect to the business being reinsured hereunder. There are no
other  understandings  between  the  parties  other  than as  expressed  in this
agreement.  Any change or  modification to this agreement shall be null and void
unless made by amendment to this agreement and signed by both parties.

                                   ARTICLE XX.

RECAPTURE.  The Company has no obligation to allow the Corporation to recapture
the policies.


                                  ARTICLE XXI.

CONVERSION.  Four years after the effective date of this agreement,  the Company
shall have the right to convert this  agreement  from  modified  coinsurance  to
coinsurance by paying to the Corporation the amount by which the Company's quota
share of the policy  reserves  exceeds the  Company's  quota share of the Escrow
Account value.  Promptly after receipt of said payment,  the  Corporation  shall
cause to be released to the Company from Escrow the Company's quota share of the
Escrow Account value.

For  purposes  of  the  preceding  calculation,   the  Corporation's  cumulative
withdrawals  of its 30%  quota  share of the  statutory  profits,  and  interest
thereon,  from the Escrow Account,  in accordance  with the second  paragraph of
Section 2 of the Escrow Agreement, shall be added back into the Escrow value.

                                  ARTICLE XXII.

ENFORCEABILITY.  This agreement has been duly executed by each of the parties
hereto and constitutes a binding and enforceable agreement of each such party.

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                                 ARTICLE XXIII.

TERMINATION.  Either party shall have the right to terminate this agreement with
respect  to new  business  by giving  to the  other  party not less than 90 days
advance notice,  by registered  mail or express  delivery  service,  stating the
first day of any calendar quarter which shall be the termination date.

This agreement does not apply to policies issued to become effective on or after
the termination date.

If the Company  does not permit  recapture,  the  retrocession  afforded by this
agreement  applicable  to each policy issued by the original  ceding  insurer to
become  effective prior to the termination date of this agreement shall continue
to apply thereto until the policy naturally expires.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
in duplicate.

EMPLOYERS REASSURANCE                        GREAT SOUTHERN LIFE
CORPORATION                                  INSURANCE COMPANY

By: /s/ James D. Maughn                      By: /s/ Gary E. Jenkins
   -------------------------------------        -------------------------------

Title: /s/ Ex. Vice Pres. and Actuary        Title: /s/ Sr. Vice President
      ----------------------------------           ----------------------------


Date: /s/ January 21, 1997                   Date: /s/ January 21, 1997
     -----------------------------------          -----------------------------

By: /s/ Robert D. Parmley                    By: /s/ Donna H. Kinnaird
   -------------------------------------        -------------------------------

Title: /s/ Ass't Gen Counsel                 Title: /s/ Sr. Vice President
      ----------------------------------           ----------------------------

Date: /s/ January 21, 1997                   Date: /s/ January 21, 1997
     -----------------------------------          -----------------------------



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                                INSOLVENCY CLAUSE

         The ceding insurer and the reinsurer agree that, in the event of the in
solvency of the ceding insurer,  as to all reinsurance made,  ceded,  renewed or
otherwise  becoming  effective after the effective date of this  agreement,  the
reinsurance  shall be  payable  by the  reinsurer  on the basis of the amount of
liability  of the ceding  insurer  under the  contract or  contracts  reinsured,
without diminution because of the insolvency of the ceding insurer; furthermore,
that such amount shall be paid directly to the ceding insurer or its liquidator,
receiver or other statutory successor.

         It is  understood  and agreed,  however,  that the  obligations  of the
ceding  company  as set  forth in the  reinsurance  contract,  including,  among
others,  the duty to  investigate,  settle and defend all claims  arising  under
policies with respect to which reinsurance is afforded by this agreement,  shall
remain  unimpaired  and  unaffected by the  insolvency of the ceding insurer and
shall be assumed by the  liquidator,  receiver  or  statutory  successor  of the
ceding  insurer in the  liquidation  or  receivership  proceeding  and that such
liquidator,  receiver or statutory  successor  shall give written  notice to the
reinsurer  of the pendency of a claim  against the ceding  insurer on the policy
reinsured  within a reasonable  time after such claim is filed in the insolvency
proceeding  and that  during  the  pendency  of such  claim  the  reinsurer  may
investigate  such claim and  interpose,  at its own expense,  in the  proceeding
where such claim is to be adjudicated, any defense or defenses which it may deem
available  to  the  ceding  insurer,  its  liquidator,   receiver  or  statutory
successor.  The expense  thus  incurred by the  reinsurer  shall be  chargeable,
subject to court approval,  against the insolvent  ceding insurer as part of the
expense of  liquidation  to the extent of a  proportionate  share of the benefit
which may  accrue to the  ceding  insurer  solely as the  result of the  defense
undertaken or asserted by the reinsurer.

         Where  two or more  reinsurers  are  involved  in the same  claim and a
majority in  interest  elect to  interpose a defense to such claim,  the expense
shall be apportioned in accordance with the terms of this reinsurance  agreement
as though such expense had been incurred by the ceding insurer.

         Nothing  hereinabove  set  forth  in this  insolvency  clause  shall in
anywise change the relationship or status of the parties hereto, to wit, that of
ceding  insurer and  reinsurer,  nor enlarge the  obligations of either party to
each other,  except as  specifically  hereinabove  provided,  to wit, to pay the
statutory  successor  on the basis of the  amount  of  liability  of the  ceding
insurer under the contract or contracts  reinsured,  rather than on the basis of
the  actual  amount of loss  (dividends)  paid by the  liquidator,  receiver  or
statutory successor to allowed claimants,  nor shall anything in this insolvency
clause in any manner create any  obligations or establish any rights against the
reinsurer  in favor of any third  parties  or any  persons  not  parties to this
reinsurance contract.