Tax Sharing Agreement
                                  Life-Nonlife

WHEREAS, Financial Holding Corporation (FHC), a Missouri Corporation, as the
common parent of a group of affiliated corporations (Subsidiaries), agrees with
all wholly owned subsidiaries (direct and indirect) of FHC (each a "Subsidiary"
and collectively the "Subsidiaries"), including eligible subsidiaries that are
taxed under Internal Revenue Code Section 801 or a subsidiary owned by such a
company, to file a consolidated corporate tax return and act as agent for all
such corporations, hereinafter each a "Party" and collectively "the Parties."
All eligible affiliated corporations agree to join the consolidated return.

WHEREAS, the Parties wish for economy and other reasons to file a life-nonlife
consolidated income tax return for the years 1995 and thereafter until they
elect to discontinue such agreement as provided by the rules promulgated by the
Internal Revenue Service.

NOW, THEREFORE, the Parties do for their mutual benefit agree as follows:

1.         The Parties will execute the appropriate forms to be filed with the
           Internal Revenue Service to effect the filing of a consolidated
           life-nonlife income tax return for the year 1995 and each year
           thereafter until they discontinue such practice in accordance with
           the rules of the Internal Revenue Service and this contract or they
           become ineligible to file consolidated income tax returns.

2.         The Parties to this Agreement shall effect entries on their books and
           records to reflect gains and losses as though they were filing
           separate income tax returns.

3.         The parties shall each maintain accounting records and workpapers
           showing the income tax cost or benefit had each filed separate income
           tax returns and they shall provide such records to each other upon
           request.

4.         Any and all tax savings caused by the filing of the consolidated
           income tax return will inure to the originating Party of the income,
           expense, credit, loss or other item that reduces the taxes from the
           aggregate of what would be paid if each Party had filed separately.

5.         Any all tax detriments arising from the filing of a consolidated
           income tax return shall be charged back to the originating Party of
           the income, expense, credit, loss or other item that increases the
           tax from the aggregate of what would be paid if each Party had filed
           separately.

6.         Any losses arising from the filing of consolidated income tax returns
           and any rights to average income by carryforwards and carrybacks
           shall be equitably divided among the Parties to this Agreement in the
           same manner that they benefited from the savings caused by the filing
           of consolidated income tax returns notwithstanding Paragraphs 4 and
           5.

7.         a.      The Parties shall settle their balances and make all tax
                   payments that otherwise would be required to be paid or
                   refunded by separate return filings. The Parties agree to
                   indemnify and reimburse each other in accordance with the
                   terms of this Agreement. Payments in lieu of taxes shall be
                   made coincident with the time FHC, as common parent, is
                   required to make estimated and/or final payments to the
                   Internal Revenue Service (IRS) as required under the payment
                   provisions of the Internal Revenue Code and the estimated
                   payment convention selected by FHC.

           b.       Each Party will pay to FHC an amount no greater than that
                    Party's tax as computed on a separate return basis. FHC will
                    pay to each loss Party an amount equal to the reduction in
                    tax of the group caused by the use of a Party's loss.

           c.       Under IRS Sections 1.1552-1(a) and 1.1502-33(d), tax will be
                    calculated using the separate return liability allocation
                    method (Basic Method 2) and the additional amount allocation
                    complimentary method (Complimentary Method 2). The
                    additional amount percentage will be 100%.

8.        a.        If adjustments (including those arising from an IRS audit
                    or an amended return) are made to a consolidated federal
                    income tax return in which FHC and the Subsidiaries are
                    included that result in a deficiency or overpayment that
                    would have required a larger or smaller payment made by a
                    Subsidiary to FHC previously, such Subsidiary shall pay FHC
                    (or FHC shall pay to such Subsidiary, whichever is
                    appropriate) an amount plus interest (at the rate prescribed
                    by the Internal Revenue Service) to reflect the deficiency
                    or overpayment.

           b.       Any penalties with respect to the filing of the consolidated
                    return shall be shared appropriately by those Subsidiaries
                    whose action or inaction contributed to the imposition of
                    the penalty.

           c.       FHC has the sole right to deal with the IRS and to negotiate
                    any settlement with the IRS. Additionally, any refund will
                    be paid to FHC initially; FHC will make appropriate payment
                    to the Subsidiaries thereafter.

9.         If future subsidiaries of FHC are acquired or created, FHC will use
           its best efforts to cause them to become parties to this Agreement.
           This Section also applies to subsidiaries of FHC that are not
           immediately eligible to join the consolidated return, when they
           become eligible to join the consolidated return.

10.        Payments  for  taxes generated  by  capital gains  or losses from
           deferred intercompany transactions will be made as follows:

           a.       No payment will be made of the tax generated by a deferred
                    intercompany transaction if the capital gain or loss is from
                    the sale, distribution, dividend or other transfer of a
                    controlled entity.

           b.       Payment will be made of the tax generated by a deferred
                    intercompany transaction if the capital gain or loss is from
                    the sale, distribution, dividend or other transfer of a
                    non-controlled entity.

           A controlled entity is any company, partnership, limited liability
           entity, etc. of which any member who joins the consolidated federal
           return owns 80 percent or more of the entity.

11.        This Agreement may be canceled by any Party as to future filings of
           consolidated income tax returns upon ninety (90) days written notice
           to the other Parties any time that the exercise of such right is not
           forbidden by the rules of the IRS, but such cancellation shall not
           affect the obligations of any of the Parties incurred prior to the
           effective date of such cancellation.

12.        In the event that any Party to this Agreement is subject to a levy by
           the IRS for unpaid taxes in excess of the amount paid, or due to be
           paid, under this agreement, FHC shall cause the Party whose income,
           expense, credit, loss or other item that generated the excess tax for
           which the levy is issued to indemnify the Party against whom the levy
           is issued for the amount under the levy in excess of the amount paid,
           or due to be paid, under this Agreement.


13.        a.       This Agreement  shall be administered  and interpreted by
                    the Chief Financial Officer of FHC or by another individual
                    so designated by the Chief Financial Officer of FHC.

           b.       Nothing under this Agreement creates any fiduciary
                    relationship or obligation among FHC and the Subsidiaries
                    other than those obligations expressly enumerated within
                    this Agreement.

14.        This contract is entered into subject to the prerogatives of the
           Texas State Board of Insurance pursuant to Article 21.49-1 of the
           Insurance Code and there shall be created thereby no rights superior
           to the rights of such regulatory authority when acting in performance
           of law to elect to discontinue, rescind or cancel this agreement; all
           provided, however, that the effect of such election is recognized to
           have implications and to create transactions that can be under
           certain circumstances rescinded or terminated only in accordance with
           the provisions of the Internal Revenue Code of 1986 and lawful
           regulations promulgated thereunder.

EXECUTED the 29th day of December, 1995

Financial Holding Corporation, a Missouri Corporation
By       /s/ Gary L. Muller            Title      Executive Vice President
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Cidat Aviation, a Delaware Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


Assured Leasing Corporation, a Missouri Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


Landmark Mortgage Company, a Missouri Corporation
By       /s/ Gary L. Muller            Title      Executive Vice President and
                                                  Treasurer
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First Consulting and Administration, Inc., a Missouri Corporation
                                       Title      President and Chief Executive
                                                  Officer and Treasurer
By       /s/ Francine Fetyko
         -----------------------------            ----------------------------


Hanover Financial Corporation, a Missouri Corporation
By       /s/ Gary L. Muller            Title      President and Treasurer
         -----------------------------            ----------------------------


Americo Life, Inc., a Missouri Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


United Fidelity Life Insurance Company, a Texas Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


Great Southern Life Insurance Company, a Texas Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


College Life Insurance Company of America, an Indiana Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


PFS Holding Company, a Missouri Corporation
By       /s/ Gary L. Muller            Title      President and Chief Executive
                                                  Officer
         -----------------------------            ----------------------------


Premium Finance Specialists, Inc., a Missouri Corporation
By       /s/ Thomas Charbonneau        Title      President
         -----------------------------            ---------------------------


Premium Finance Specialists of California, a California Corporation
By       /s/ Thomas Charbonneau        Title      President
         -----------------------------            ---------------------------


PFS Financing Corporation, a Missouri Corporation
By       /s/ Thomas Charbonneau        Title      President
         -----------------------------            ----------------------------