Exhibit 10.2(b)

                                  AMENDMENT TO
                              TAX SHARING AGREEMENT
                                  Life-Nonlife


         This Amendment to Tax Sharing Agreement--Life-Nonlife (the "Amendment")
is made as of the 1st day of January,  1996,  by and between  FINANCIAL  HOLDING
CORPORATION, a Missouri corporation, AMERICO LIFE, INC., a Missouri corporation,
GREAT SOUTHERN LIFE INSURANCE COMPANY,  a Texas  corporation,  PREMIUM FINANCING
SPECIALISTS,  INC., a Missouri  corporation,  CIDAT  AVIATION,  INC., a Delaware
corporation,  UNITED  FIDELITY  LIFE  INSURANCE  COMPANY,  a  Texas  corporation
("UFL"), THE COLLEGE LIFE INSURANCE COMPANY OF AMERICA, a Texas corporation, PFS
HOLDING  COMPANY,  a Missouri  corporation,  COLLEGE  INSURANCE  GROUP,  INC., a
Missouri  corporation,  ASSURED  LEASING  CORPORATION,  a Missouri  corporation,
LANDMARK  MORTGAGE  COMPANY,  a  Missouri  corporation,   FIRST  CONSULTING  AND
ADMINISTRATION,  INC., a Missouri corporation,  HANOVER FINANCIAL CORPORATION, a
Missouri  corporation,  PREMIUM  FINANCING  SPECIALISTS OF  CALIFORNIA,  INC., a
California corporation, and PFS FINANCING CORPORATION, a Missouri corporation.

         WHEREAS,   the   parties   entered   into  that   certain  Tax  Sharing
Agreement--Life-Nonlife dated as of December 29, 1995 (the "Agreement"); and

         WHEREAS,  the parties  wish to amend the  Agreement so that The Victory
Life  Insurance  Company  ("Victory"),  a  wholly-owned  subsidiary of UFL, will
become a party;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the parties agree that,  effective January 1, 1996, the Agreement
shall  apply to  Victory,  and Victory  shall  thereafter  enjoy all rights of a
"Subsidiary"  under the  Agreement,  and by its  execution  and delivery of this
Amendment,  Victory  agrees  to be bound  by the  terms  of the  Agreement  as a
"Subsidiary."

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first above written.

AMERICO LIFE, INC.                          GREAT SOUTHERN LIFE INSURANCE
                                            COMPANY

By                                          By
    Name                                    Name
    Title                                   Title

PREMIUM FINANCING                           FINANCIAL HOLDING CORPORATION
SPECIALISTS, INC.

By                                          By
    Name                                    Name
    Title                                   Title


UNITED FIDELITY LIFE                        THE COLLEGE LIFE INSURANCE
INSURANCE COMPANY                           COMPANY OF AMERICA

By                                          By
    Name                                    Name
    Title                                   Title


PFS HOLDING COMPANY                         ASSURED LEASING CORPORATION

By                                          By
    Name                                    Name
    Title                                   Title


COLLEGE INSURANCE GROUP,                    FIRST CONSULTING AND
INC.                                        ADMINISTRATION, INC.

By                                          By
    Name                                    Name
    Title                                   Title

LANDMARK MORTGAGE                           PREMIUM FINANCING SPECIALISTS
COMPANY ADMINISTRATION,                     OF CALIFORNIA, INC.
INC.

By                                          By
    Name                                    Name
    Title                                   Title

HANOVER FINANCIAL                           PFS FINANCING CORPORATION
CORPORATION

By                                          By
    Name                                    Name
    Title                                   Title

THE VICTORY LIFE INSURANCE                  CIDAT AVIATION, INC.
COMPANY

By                                          By
    Name                                    Name
    Title                                   Title