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                                                                EXHIBIT 10.22(E)



                                ESCROW AGREEMENT
                    (Ohio State/Investors Guaranty Business)


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



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                                ESCROW AGREEMENT
                    (Ohio State/Investors Guaranty Business)

                              Entered into between

                               COMMERCE BANK, N.A.
                                       of
                              Kansas City, Missouri
                      (hereinafter to referred to as Bank)

                                       and

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

                                       and

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


         EFFECTIVE DATE: The date the stock of either The Ohio State Life
         Insurance Company or Investors Guaranty Life Insurance Company is
         purchased by the Company

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


                                    SECTION 1

SUBJECT AGREEMENTS.  This agreement pertains to the:

(a)  Coinsurance Reinsurance Agreement between the Corporation and The Ohio
     State Life Insurance Company (hereinafter called the Ohio State Treaty);

(b)  and to the Coinsurance Reinsurance Agreement between the Corporation and
     Investors Guaranty Life Insurance Company (hereinafter called the Investors
     Guaranty Treaty);




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(c)  and to the Modified Coinsurance Retrocession Agreement (Ohio State Plans)
     between the Company and the Corporation (hereinafter called the Ohio State
     Mod-Co Contract);

(d)  and to the Modified Coinsurance  Retrocession Agreement (Investors Guaranty
     Plans)  between  the Company and the  Corporation  (hereinafter  called the
     Investors Guaranty Mod-Co Contract).

A copy of the Ohio State Treaty is attached to and made a part of this agreement
as Exhibit A.

A copy of the Investors  Guaranty  Treaty is attached to and made a part of this
agreement as Exhibit B.

A copy of the Ohio State Mod-Co  Contract is attached to and made a part of this
agreement as Exhibit C.

A copy of the Investors  Guaranty Mod-Co Contract is attached to and made a part
of this agreement as Exhibit D.


                                    SECTION 2

DEPOSITS AND  WITHDRAWALS.  All deposits and withdrawals from this account shall
be made by the  Corporation  in  accordance  with Article VIII of the Ohio State
Mod-Co Contract and Article VIII of the Investors Guaranty Mod-Co Contract,  but
the  Bank  shall  have no  responsibility  for  deciding  when the  deposits  or
withdrawals are to be made or for  determining  the required  amounts thereof or
for  determining  whether the assets are of a type which are  acceptable  to the
Corporation.

The  Corporation  has the right to withdraw  not more than 30% of the  statutory
profits,  including  interest  thereon,  derived from the business  described in
Section 1. The Corporation is not required to apply the withdrawals permitted by
this paragraph to the business described in Section 1.


                                    SECTION 3

REPORTS.  The Bank shall furnish to the Corporation,  the Company and to Americo
Life,  Inc.,  1055 Broadway,  Kansas City,  Missouri 64105  (hereinafter  called
Americo)  monthly  reports of the assets  held by the Bank with  respect to this
agreement  (hereinafter  called  assets).  Each report shall show all  deposits,
withdrawals, substitutions and a listing of assets as of the end of the month.

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                                    SECTION 4

CHARGES.  All fees charged by the Bank for the services provided with respect to
this agreement  shall be deducted from the assets'  earnings,  provided that, if
the earnings of the assets are insufficient,  the Company shall be obligated for
the fees charged by the Bank with respect to this agreement.


                                    SECTION 5

OWNERSHIP.  The assets shall remain the property of the Corporation until
released to the Company in accordance with Section 6.


                                    SECTION 6

RELEASE OF ASSETS. On termination of this agreement,  the Bank shall transfer to
the Company all of the assets held by the Bank with respect to this agreement.


                                    SECTION 7

INVESTMENT DIRECTION.  The Bank shall accept instructions from Americo regarding
investment  of the  assets,  including  sale of those  assets  deposited  by the
Corporation  and  purchase  of  others.  The Bank may,  without  the  consent of
Americo,  but with written  notice to Americo,  upon the call or maturity of any
asset,  withdraw it, as long as the proceeds  thereof are deposited  back to the
Corporation's account pertaining to this agreement.


                                    SECTION 8

INSPECTION.  After giving the Bank at least three business days advance  written
notice,  the  Corporation  or the  Company  shall have the right to inspect  the
assets during the business hours of the Bank.


                                    SECTION 9

ASSIGNMENT.  It is understood and agreed that none of the parties to this
agreement will assign or attempt to assign their interest herein or any part of
it.


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                                   SECTION 10

BANK DUTIES.  (a) Acceptance of Assets.  The Bank shall not accept any asset for
deposit  (other than cash) unless the asset is issued or registered in such form
that it is readily  negotiable  to the Bank - i.e.,  the assets  shall be either
issued in "bearer"  form,  issued or  registered  in the name of the Bank or its
nominee for the benefit of the  Corporation.  All  securities,  other than cash,
deposited by the Corporation shall:

         (1)      be free and clear of all encumbrances; and

         (2)      be fully  negotiable  or in such  form that the Bank may sell,
                  transfer or otherwise  deposit the same without any additional
                  signature or agreement from the Corporation.

(b)   Collection of Interest and Dividends: Voting Rights. The Bank is hereby
      authorized,  without  prior notice to the  Corporation  or Americo,  to
      demand  payment of and collect all  interest or dividends on the assets
      and the Bank shall deposit all of such interest or dividends  collected
      to the  principal  of the  Corporation's  account  pertaining  to  this
      agreement.  The Bank shall have the full and unqualified  right to vote
      and execute consents with respect to any shares of stock comprising the
      assets.

(c)   Obligations.  The Bank agrees to hold and disburse the various assets in
      accordance with the provisions expressed herein.

(d)   Responsibilities.  The Bank shall be liable as a depository  only with its
      duties  being  only  those  specifically  provided  herein  and  which are
      ministerial in nature and not discretionary.  The Bank shall not be liable
      for any mistake of fact or error in judgment, or for any act or failure to
      act of any kind taken in good faith and believed by it to be authorized or
      within the rights or powers  conferred by this agreement,  unless there be
      shown willful misconduct or gross negligence.

      The Bank shall not be responsible  for the  sufficiency or accuracy of the
      form, execution or validity of the documents or items deposited hereunder,
      nor for any  description  of property or other  matter noted  therein.  It
      shall not be  liable  for  default  by any party  hereto  because  of such
      party's  failure  to  perform,  and shall have no  responsibility  to seek
      performance by any party;  nor shall it be liable for the outlawing of any
      rights under any  statutes of  limitation  in respect to any  documents or
      items deposited.

      The Bank shall not be liable for  collection  items until the  proceeds of
      the same in actual cash have been  received.  The Bank shall not be liable
      for interest on any deposit of money.  The Bank shall not be liable in any
      respect on account of

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      identity,  authority  or rights of persons  executing  or  delivering,  or
      purporting  to execute or  deliver,  any  document  or item,  and may rely
      absolutely  and be fully  protected  in acting upon any item,  document or
      other  writing  believed by it to be  authentic in  performing  its duties
      hereunder.  The Bank may, as a condition to the  disbursement  of money or
      property,  require  from the payee or recipient a receipt  therefor,  and,
      upon final payment or  distribution,  require a release from any liability
      arising out of its execution or performance of this agreement.

      The Bank shall be  entitled  to consult  with and engage the  services  of
      legal counsel of its choice with respect to any matter  pertaining to this
      agreement and shall be entitled to reimbursement  for the reasonable costs
      and  expenses  of such  legal  counsel.  The  Bank  shall be  entitled  to
      compensation  in accordance  with Exhibit C attached to and made a part of
      this agreement.

      In accepting any funds, securities or documents delivered hereunder, it is
      agreed and  understood  that,  in the event of  disagreement  between  the
      parties to this agreement, or persons claiming under them, or any of them,
      the Bank reserves the right to hold all money,  securities and property in
      its  possession,  and all papers in  connection  with or  concerning  this
      agreement,  until a mutual  agreement has been reached between all of said
      parties, or until delivery is made to court in any interpleader action, or
      until as otherwise authorized by final judgment or decree.

      The Bank, in the  administration of this agreement,  is to be bound solely
      by the express  provisions  herein,  and such  further  written and signed
      directions,   including   facsimile   instructions,   as  Americo  or  the
      appropriate  party or parties may, under the conditions  herein  provided,
      deliver to the Bank.

(e)   Resignation or Removal.  The Bank may at any time resign from, and
      terminate its capacity  hereunder by delivery of written notice or
      resignation,  effective not less than thirty  (30) days after  receipt by
      both the  Corporation  and the Company.  The Bank may be removed by the
      Corporation by delivery to the Bank and the Company of a written notice of
      removal,  effective not less than thirty (30) days after receipt by the
      Bank and the Company of the notice.  However,  no such resignation  by the
      Bank shall be effective  until a successor to the Bank shall have been
      duly  appointed as provided in this  agreement and all the assets have
      been duly  transferred to the successor.  The Bank, upon receipt of such
      notice, shall  undertake to obtain the  agreement of a qualified
      successor  depository, agreeable  to the  Company.  Upon  the  Bank's
      delivery  of the  assets  to the qualified  successor  depository,  along
      with a closing  statement  showing  all activities  from the last
      report, the Bank  shall  be  discharged  of  further responsibilities
      hereunder.


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(f)  Release of  Information.  The Bank shall respond to any and all  reasonable
     requests  for  information  concerning  the  assets  by either of the other
     parties to this agreement or from Americo.


                                   SECTION 11

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


                                   SECTION 12

TERMINATION.  Unless sooner  terminated by mutual consent of the Corporation and
the Company (in which case the stipulation of termination  shall specify whether
the  Corporation or the Company is to receive the assets),  this agreement shall
remain in force until the Corporation shall have no liability under the:

         (1)      Ohio State Treaty (either to Ohio State Life Insurance Company
                  or to the  Company as  assignee  of Ohio State Life  Insurance
                  Company  pursuant to subparagraph (b) of Article XVIII of said
                  Treaty);

          (2)     or under the Investors  Guaranty  Treaty  (either to Investors
                  Guaranty Life Insurance  Company or to the Company as assignee
                  of  Investors  Guaranty  Life  Insurance  Company  pursuant to
                  subparagraph (b) of Article XVIII of said Treaty).

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

EMPLOYERS REASSURANCE                      EMPLOYERS REASSURANCE
CORPORATION                                        CORPORATION

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

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

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

By: /s/Mark Fallon                        By: /s/Robert D. Parmley
   ---------------------------------         ----------------------------------

Title: /s/ Sr. Vice President             Title: /s/ Asst. Gen Counsel

Date: /s/ January 21, 1997                Date: /s/ January 21, 1997
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                                          COMMERCE BANK, N.A.

                                          By: /s/
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                                          Title:
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                                          Date:
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                                          COMMERCE BANK, N.A.

Date January 21, 1997                     By: /s/
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                                          Title:
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                                          Date:
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