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                                                              EXHIBIT 10.22(F)




                       INVESTMENT MANAGEMENT AGREEMENT
                            (Ohio State Business)

                             AMERICO LIFE, INC.
                            Kansas City, Missouri




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                       INVESTMENT MANAGEMENT AGREEMENT
                            (Ohio State Business)


THIS AGREEMENT, dated as of the _____ date of ____________, 1997, by and between
AMERICO LIFE, INC., having its principal place of business at 1005 Broadway,
Kansas City, Missouri 64105 (herein "Americo"), and Employers Reassurance
Corporation, having its principal place of business at 5200 Metcalf, Overland
Park, Kansas 66201 (herein "Client").

In consideration of the promises set forth in this Agreement, Americo and Client
agree as follows:

1.    AUTHORIZATION AS INVESTMENT ADVISOR.

      Subject to the terms and conditions set forth herein, Client hereby
      designates and appoints Americo as investment adviser for the cash and
      securities listed on Exhibit A, attached to and made a part of this
      Agreement. This appointment also applies to such other cash and
      securities as shall be subsequently contained in Client's account by
      reason of purchases, sales, exchanges, withdrawals, additions or
      otherwise. Americo shall have full authority and discretion to supervise
      the management of said cash and securities, including, without
      limitation, authority and discretion to select, purchase and sell
      securities and to determine timing and means of execution for such
      selection, sales or purchases, as deemed by Americo to be in the best
      interest of Client, all however subject to the guidelines contained in
      Exhibit B, attached to and made a part of this agreement, and the
      interest rate crediting process, which is also contained in Exhibit B.

2.    REPORTS.

      Americo shall prepare and deliver to Client periodic reports which
      shall list all assets in Client's account.

3.    ADVISORY FEES. Client shall pay Americo an advisory fee equal to
      fifteen basis points per year on the assets described in Exhibit A.

4.    TERM OF AGREEMENT.

      This Agreement shall be effective as of the date of this Agreement. If
      not sooner terminated by mutual consent of the parties hereto, this
      agreement shall remain in force until the Great Southern Life Insurance
      Company shall have no


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                      INVESTMENT MAGAGEMENT AGREEMENT 2

      further liability under its Modified Coinsurance Retrocession
      Agreement (Ohio State Business) with the Client.

5.    LIMITATION ON LIABILITY.

      Except for negligence or malfeasance, or violation of applicable law,
      neither Americo nor any of its employees or partners (or any officers,
      directors or employees of its partners) shall be liable hereunder for any
      action performed or omitted to be performed or for any errors of judgment
      in connection with Americo's services rendered under this Agreement. The
      federal securities laws impose liabilities under certain circumstances on
      persons who act in good faith and, therefore, nothing herein shall in any
      way constitute a waiver or limitation of any rights which Client may have
      under any federal securities laws.

6.    NO ASSIGNMENT.

      This Agreement and the rights and obligations hereunder shall not be
      subject to assignment, as that term is defined in the Investment Advisers
      Act of 1940, by Americo except with the written consent of Client.

7.    SELECTION OF BROKERS.

      Where Americo places orders for the execution of transactions, Americo
      may select such brokers and dealers for execution on such markets and at
      such process or commission rates as Americo determines in its good faith
      judgment to be in the best interests of Client. Americo may take into
      consideration in the selection of such brokers and dealers not only the
      available prices and rates of brokerage commissions, but also other
      relevant factors (such as, without limitation, execution capabilities and
      the value of its ongoing relationship with such brokers and dealers)
      without having to demonstrate that such factors are of a direct benefit
      to Client.

8.    CUSTODIANSHIP OF CASH AND SECURITIES.

      Under no circumstances shall Americo act as custodian for or hold
      Client's cash and securities. Americo may issue instructions to the
      custodian as may be appropriate in connection with the transactions
      initiated by Americo hereunder. Client may authorize the custodian to pay
      Americo the fees billed pursuant to the Agreement upon presentment of
      such bills or statements to said custodian.




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                      INVESTMENT MAGAGEMENT AGREEMENT 3



9.   NON-REGISTRATION AS INVESTMENT ADVISOR.

     The Client acknowledges that Americo is not registered as an investment
     adviser under the Investment Advisers Act of 1940.

10.  AUTHORIZATION.

     Client  represents  that (a) the  execution of and  performance
     contemplated under this Agreement do not and will not violate or
     abridge any obligation or duty of Client, (b) this Agreement has been
     authorized by appropriate action and when executed and delivered will
     be binding upon the Client in accordance with its terms, and (c) Client
     will deliver to Americo such evidence of such authority as Americo may
     reasonably require, either by way of a certified resolution or
     otherwise.

11.  Notification Regarding Change in Personnel.

     Americo shall notify Client of any change subsequent to the date of
     this Agreement in personnel responsible for the Client's assets. Such
     notification shall be made in writing within 20 business days after
     such change.

12.  Counterparts.

     This Agreement may be executed in two or more counterparts each of
     which shall be deemed an original.

13.  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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                      INVESTMENT MAGAGEMENT AGREEMENT 4

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
above written.

AMERICO:                              AMERICO LIFE, INC.



                                      By: /s/ Mark Fallon
                                         -------------------------------

CLIENT:                               EMPLOYERS REASSURANCE
                                      CORPORATION



                                      By: /s/ James D. Maughn
                                         -------------------------------







                                  EXHIBIT A


                             Cash and Securities

The assets pertaining to the Automatic Coinsurance Reinsurance Agreement
between the Client and The Ohio State Life Insurance Company.

The assets pertaining to the Modified Coinsurance Retrocession Agreement (Ohio
State Business) between Great Southern Life Insurance Company and the Client.




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                                                                       EXHIBIT B

                               AMERICO LIFE, INC.
                 INVESTMENT OBJECTIVES, STRATEGIES & GUIDELINES

INVESTMENT OBJECTIVES

The primary objectives are:

1)       Preservation of principal (capital).

2)       Maximize the potential value of the portfolio with a focus on
         maintaining and increasing future investment income streams.

INVESTMENT CONSTRAINTS

The overall stategies for managing this block of assets includes:

1)       Conservative and stable investment philosophy with primary emphasis on
         balancing credit and interest rate risk.

2)       Focus an well-structured  securities  (non-callable  corporates,  CMO's
         with stable average lives, current or discount coupon pass-throughs) to
         reduce  reinvestment risk and improve price performance.  Investment in
         high risk or volatile derivative securities (e.g. inverse floaters) are
         not considered part of the overall investment strategy.

3)       Investments  are made with the  intent of being  held  long  term.  The
         portfolio   will  not  be   actively/aggressively   managed   based  on
         anticipated  interest rate and/or spread changes.  Any restructuring of
         the  portfolio  will be  performed  in  conjunction  with  the  overall
         asset/liability management process.

4)       The portfolio  will be structured  with the goal of matching the assets
         with the expected  liability  cash flows.  The  structure of the assets
         will be  regularly  monitored  considering  interest  rate and expected
         prepayment rate changes. Asset/liability studies are completed at least
         annually, or more frequently if warranted. The results of these studies
         play  an  integral  role  in  the  durational   aspects  of  securities
         purchased.

5)       Maintain a high quality/liquid investment portfolio to satisfy both
         existing and prospective cash flow needs.




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INVESTMENT GUIDELINES AND LIMITATIONS

The  following  guidelines  will be  utilized in  developing  and  managing  the
portfolio:

1)       Maturity Structure:                                   Target
                                         Expected             Percentage
         Maturity/Average Life             Range              Allocation

         Short-term less than 1 year         2-7  %                5%
         3-6 years (5 yrs. avg.)           20-35                  30
         7-12 years (10 yrs. avg.)         10-25                  15
         13-22 years (17 yrs. avg.)        30-50                  40
         23-30 years (28 yrs. avg.)         5-15 %                10
                                                                  --
                                                                            100%

2)       Sector Allocation:                                      Target
                                          Expected             Percentage
         Sector                             Range              Allocation

         U.S. Governments                     0-5%                  - %
         Corporate Bonds                    45-75                  55

         Asset-Backed Securities (ABS):
                  - Non-call structure      5-25                   15
                  - Prepayment risk         0-10                    5
                                                                    -
                  Total ABS                                        20

         Mortgage-Backed Securities (MBS):
                  - Pass-throughs           10-20                  10
                  - CMO's                   10-25                  15
                                                                   --
                  Total MBS                                        25

         Total                                                    100%

3)       Ratings Guidelines:

         a)       Corporate Bonds:
                                              Expected              Expected
                        Expected             Percentage            Percentage
       Rating Category   Range             of Corporates         of Portfolio

         AAA             0-5%                   -%                     - %


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         AA              5-20                  10                    5.5
         A              50-75                  70                   38.5
         BBB            15-25                  20                   11.0
                                               --                   ----
                                              100 %                 55.0 %
                                              ===                   ====


For any corporate  bonds rated both  Baa-3/BBB- by Moody's and Standard & Poor's
respectively, Employer's Re will be notified prior to their purchase. Subsequent
to the transaction, written approval will be obtained from Employer's Re for all
Baa-3/BBB- bonds acquired.

     b)       Mortgage-Backed Securities:

              MBS  holdings  will  generally   involve   government   agency  or
              government  sponsored agency (FNMA and FHLMC) collateral.  No more
              than  15%  of  MBS  investments   will  be  backed  by  non-agency
              collateral.  Any non-agency MBS securities must be rated AA or AAA
              by one of the major rating agencies.

     c)       Below Investment Grade Securities (BIG):

              BIG  bonds  are  not  considered  part of the  overall  investment
              strategy.  However,  any bond  purchased  as an  investment  grade
              security which is subsequently  downgraded to a BIG rating will be
              reevaluated  at that time.  If the risk of  default is  considered
              low,  the bond may be  retained.  Any BIG bonds  retained  will be
              regularly monitored and reevaluated. The total amount of BIG bonds
              to be retained cannot exceed 5% of total investments.

     d)       Asset-Backed Securities:

              ABS investments  should generally be rated AA or AAA by one of the
              major  rating  agencies.  No more than 15% of ABS  holdings can be
              rated below AA. All ABS's must have an investment grade rating.

4)       Holding limitations:

         Industry Concentration - corporate bond holdings are limited to no more
         than 15% in any one industry.

         Company  Concentration  - the maximum  amount to be invested in any one
         company or organization is as follows:


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                                                     Maximum Amount
                                                       Invested
                        Rating Category              (In Million)

                              AAA                         $12
                              AA                           12
                               A                           10
                              BBB                           6






         Individual MBS concentration - the maximum amount to be invested in any
         one  agency  collateral  security  is  $20  million.  For a  non-agency
         collateral security, the maximum amount is $5 million.

5.       Any security which is outside the scope of these guidelines can be
         invested in, if mutually agreed upon by both organizations.




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                              EXHIBIT B (Continued)

                         Interest Rate Crediting Process

1.       Objective.  The objective of this process is to assure that credited
         rates are established so as to meet required spread targets.

2.       Expected  Gross  Interest  Rate. The expected gross interest rate for a
         block of  business is  determined  by  blending  current  yields on the
         investment  portfolio  of  assets  underlying  the  block  of  business
         together with expected new money for minimal new and reinvestment  cash
         flow.  The  blending  will be based on cash flow for the  period  under
         review and will take into consideration  funds due for reinvestment and
         interest income.

         Current yields should include the effect of realized  statutory capital
         gains and losses. New money assumptions shall consider these investment
         guidelines in respect of quality, duration and type of assets.

         An example is shown in the following Table 1:

           Table 1
           Expected Gross Interest Rate

                                          Volume            Rate
           Investment Portfolio           800               8.5%
           Reinvestment Portfolio         100               8.0%
           New Money                      100               8.0%

           Average                        1,000             8.4%

3.       Expected Net Interest Rate.  The expected net interest rate for a block
         of business is determined by subtracting from the gross rate charges
         for investment expenses and risks.

         Charges for investment  expenses cover the cost of investment  expenses
         (including  transaction costs) per the Services Agreement  described in
         Numbered Paragraph 3 of this agreement.

         Charges for risk should take into  consideration the default and option
         risks (as agreed upon) relating to the portfolio assets  underlying the
         block of business.

         An example is shown in the following Table 2:



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                  Table 2
                  Expected Net Interest Rate

                  Expected Gross Rate              8.4%
                  Less: Investment Expenses        0.25%
                  And less: Investment Risks       0.2%

                  Expected Net Rate                7.95%

4.       Target Credited Rate.  To determine the target credited rate, the
         required spread must be subtracted from the expected net investment
         rate.  The required spread varies by plan and by duration within plan.

         The target credited rate may be modified for marketing reasons provided
         that  adjustments  are  offsetting in the aggregate.  Antiselection  in
         favor of artificially high rates will be considered in this process.

         An example is shown in the following Table 3:

                  Table 3
                  Target Credited Rate

                                                    Life    Annuity
                  Expected Net Rate                 7.95%   7.95%
                  Less: Required Spread             1.5%    1.75%

                  Calculated Credited Rate          6.45%    6.20%
                  Marketing Adjustments             0.4%    -0.10%
                  (Assuming 80% annuities)

                  Target Credited Rate              6.85%   6.10%

5.       Working Range.  If currently credited interest rates are outside of the
         defined working range of plus or minus 25 basis points of target rates,
         then no action is required (but action may be taken) until the
         cumulative shortfall exceeds $750,000.

6.       Actions.  If currently credited interest rates are outside the defined
         working range of target rates, then action is required.  Three courses
         of action are possible:

         a.       Adjust credited rates;

         b.       Adjust reinsurance and retrocession allowances;


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         c.       Do nothing, which is not acceptable after cumulative shortfall
                  exceeds $750,000.

Considerations in this decision are:


         1.       The objective stated above;

         2.       Competition and marketing issues;

         3.       Previous deficiencies and sufficiencies in credited rates
                  (relative to target rates);

         4.       Expected trends in future credited rates;

         5.       The magnitude of the contemplated adjustments.