Exhibit 10.20(g2)
                          AMENDMENT NO. 4

         The  Coinsurance  Life,   Annuity  and  Disability  Income  Reinsurance
Agreement  effective as of January 1, 1995 (as amended by Amendment  No. 1 dated
as of August 3, 1995,  and Amendment  Nos. 2 and 3 dated as of October 2, 1995),
between   EMPLOYERS   REASSURANCE   CORPORATION   of   Overland   Park,   Kansas
(?CORPORATION?),   and  THE  OHIO  LIFE  INSURANCE  COMPANY  of  Hamilton,  Ohio
(?CEDANT?), is hereby amended as follows:

         On and after April 1, 1996, the following exclusion is added to Article
I:

                  This  Agreement  does not apply to the following  accident and
         health insurance policies (the ?Excluded Policies?):

                  All individual  disability  income insurance  contracts of the
                  CEDANT in force on the  effective  date of this  agreement and
                  issued  by the  CEDANT  to  become  effective  on or after the
                  effective date of this agreement (January 1, 1995),  including
                  all  riders  originally   written  therewith  or  later  added
                  thereto.

                  All  group  accident  and  health   insurance  of  the  CEDANT
                  (including  accidental death and dismemberment  plan issued to
                  its  affiliate)  in  force  on  the  effective  date  of  this
                  agreement  and issued by the CEDANT to become  effective on or
                  after the effective date of this agreement.

                  All group accident and health  insurance  policies  (including
                  long term care) reinsured by the CEDANT prior to the effective
                  date of this agreement and certificates  issued  thereunder to
                  become  effective  on or  after  the  effective  date  of this
                  agreement.

         Losses paid by the CEDANT on and after April 1, 1996,  with  respect to
the Excluded Policies  (regardless of when such losses were incurred) are hereby
excluded  from  this  Agreement  and  shall  not  be the  responsibility  of the
CORPORATION.

         Immediately after execution of this Amendment,  cash in an amount equal
to $4,801,115, constituting the net amount calculated to reflect:

                  (a) that portion of the reserves  identified  in Article VI of
         this Agreement  attributable  to the Excluded  Policies at the close of
         business  on March 31,  1996,  less the amount of any losses  that have
         been paid on or after April 1, 1996,  through  December 31, 1996,  with
         respect to the Excluded Policies; and


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                  (b) the net result of all other  activity  with respect to the
         Excluded  Policies  for  periods  beginning  on or after April 1, 1996,
         through December 31, 1996;

shall be  transferred  by the  CORPORATION  to CEDANT  via wire  transfer  to an
account designated by CEDANT. The calculation of such amount is set forth below:

         (1)      Liabilities as of 3/31/96 equal to:                $3,551,996

                  reserves as agreed upon as of 3/31/96, including
                  reserves for losses incurred but not reported       3,597,761
                  less due premium as of 3/31/96                        (45,765)

         (2)      Plus  investment  income  on the  liabilities  for the  period
                  4/1/96 through 12/31/96, based on
                  7% interest rate per year                             186,480

         (3)      Plus activity on the business from 4/1/96 through 12/31/96, as
                  defined by the following
                  calculation:                                        1,497,472

                  premiums collected net of reinsurance               2,174,167
                  less benefits paid net of reinsurance                (417,035)
                  less commissions paid net of reinsurance             (205,306)
                  less premium tax (2.5% of premiums net
                           of reinsurance)                              (54,354)
                  less due and unpaid reinsurance amounts
                           as of 12/31/96                                     0

         (4)      Less amounts due under Services Agreement            (434,833)
                                                                ----------------

         (5)      TOTAL TRANSFER AMOUNT (1+2+3 - 4)                  $4,801,115

         In all other respects not inconsistent  herewith,  said Agreement shall
remain unchanged.

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

THE OHIO LIFE INSURANCE                     EMPLOYERS REASSURANCE
COMPANY                                              CORPORATION

By                                          By
    Name                                    Name
    Title                                   Title
    Date    3/26/97                         Date         3/26/97