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                                                             EXHIBIT 10.22(d)



                  MODIFIED COINSURANCE RETROCESSION AGREEMENT
                          (Investors Guaranty 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
                          (Investors Guaranty 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 Investors Guaranty 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 Company's quota share
of payments on miscellaneous reserves and liabilities 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

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obligated to the Corporation for the Company's quota share of the expense
commission under the Treaty.


                                 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.


                                 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

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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.

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.


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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.

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.


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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.


                                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

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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/ Donna H. Kinnaird
   --------------------------------------       ------------------------------

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/ Gary E. Jenkins
   --------------------------------------       ------------------------------

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
insolvency 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 reinsurers

     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 anyway
change the relationship or status of the parties hereto, to wit, that of ceding
insurer and reinsurers 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.

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