* State Street Bank and Trust Company is not  authorized to conduct the business
of a bank in the state of Missouri.
Exhibit 10.15 (c)


                               CUSTODIAN AGREEMENT

     THIS  AGREEMENT  is made as of January 14, 2000,  by and between  EMPLOYERS
REASSURANCE  CORPORATION,  a  Kansas  corporation  with its  principal  place of
business at 5200 Metcalf Avenue,  Overland Park,  Kansas 66202 (the  "Company"),
GREAT SOUTHERN LIFE INSURANCE  COMPANY,  a Texas  corporation with its principal
place  of  business  at 1055  Broadway,  Kansas  City,  Missouri  64105  ("Great
Southern"),  and STATE  STREET BANK AND TRUST  COMPANY,  a  Massachusetts  trust
company* with its principal  place of business at 225 Franklin  Street,  Boston,
Massachusetts 02110 (the "Custodian").

                                   WITNESSETH:

         WHEREAS,  the Company is the holder of record and the beneficial
owner of certain assets (the "Account"); and

         WHEREAS,  the  Company  desires  to  retain  the  Custodian  to  act as
custodian of the assets of the Account,  and the Custodian is willing to provide
such  services  to the Company  upon the terms and  conditions  hereinafter  set
forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1.       EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT.

         Pursuant to the authority of the Company as both  beneficial and record
         owner of the Account,  the Company  hereby employs the Custodian as the
         custodian  of the  assets  of the  Account  which  are not  held by (a)
         brokers,  private bankers or other entities appointed by the Company to
         hold assets of the Company  (each a "Local  Agent"),  and (b)  entities
         which have  advanced  monies to the  Company  and which  have  received
         Account assets as security for such advance(s) (each a "Pledgee").  The
         Custodian  shall not be responsible for any property of the Company not
         received and held by it or held by a Local Agent or Pledgee.

     The  Custodian  is  instructed  from  time to time  to  employ  one or more
reputable  sub-custodians  located  within the United  States  provided that the
Custodian  shall have  obtained the written  acknowledgment  of the Company with
respect to such  employment.  The Custodian is  instructed  from time to time to
employ as  sub-custodian  the  non-United  States banking  institutions  located
outside the United States as noted in Schedule A attached  hereto (as amended by
the  Custodian  from time to time by its  delivery  to the Company of an updated
Schedule  A).  The  Custodian  shall  have no more  or  less  responsibility  or
liability  to the  Company on account of any  actions or  omissions  of any such
sub-custodian so employed than any such sub-custodian has to the Custodian.  The
Custodian shall not be liable for losses arising from the bankruptcy, insolvency
or receivership of any sub-custodian. 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO
PROPERTY OF THE ACCOUNT HELD BY THE CUSTODIAN IN THE UNITED
         STATES.

         A.       Holding  Investments.  The Custodian  shall hold and segregate
                  for the  account of the Company  all  non-cash  property to be
                  held by it in the United  States  other  than (a)  investments
                  which are  maintained  pursuant to Section  2.G. in a clearing
                  agency  which  acts  as a  securities  depository  or  in  the
                  book-entry  system  authorized by the United States Department
                  of the Treasury and certain federal agencies
                 (each, a "U.S.  Securities System") and (b) commercial paper of
                  an issuer for which the  Custodian  acts as issuing and paying
                  agent ("Direct Paper") which is deposited and/or maintained in
                  the Direct Paper System of the  Custodian  (the "Direct  Paper
                  System") pursuant to Section 2.H.

         B.       Ohio Life Business/Funds Transferred Segment

                  1.       The first  deposit  to this  Account  will be made by
                           Commerce Bank of Kansas City, N.A.  ("Commerce Bank")
                           at the direction of the Company upon  termination  of
                           the  Escrow   Agreement  (Ohio  Life   Business/Funds
                           Transferred  Segment)  of  October  2,  1995  between
                           Commerce  Bank, the Company and Great  Southern.  The
                           amount  of this  first  deposit  will  be the  entire
                           amount of assets  contained  in said Escrow  Account,
                           minus   any  fees  due   Commerce   Bank  as  of  the
                           termination date of the Escrow Agreement.

                  2.       The Company will deposit to this Account all payments
                           received by the Company under the  Coinsurance  Life,
                           Annuity and Disability Income  Reinsurance  Agreement
                           of January 1, 1995  between  the Company and The Ohio
                           Life Insurance Company ("Treaty").

                  3.       The  Company  will also  deposit to this  Account all
                           payments,  exclusive of the risk allowance,  received
                           by the Company under the Modified  Coinsurance  Life,
                           Annuity and Disability Income Retrocession  Agreement
                           (Ohio  Life  Plans) of January  1, 1995  between  the
                           Company and Great Southern ("Retro Contract").

                  4.       Except  for  those   withdrawals   permitted  by  the
                           following paragraph,  all withdrawals to this Account
                           shall be made or approved by the Company. Withdrawals
                           made or approved  by the Company  will be used by the
                           Company for the purpose of making  payments under the
                           Treaty or the Retro Contracts.


                  5.       For the  purpose  of  administering  the  business
                           covered by the Treaty and the Retro Contract,
                           without  specific  approval  from the  Company,
                           Americo Life may during each calendar  quarter
                           withdraw  from  this  Account  not more  than
                           $15,000,000  as a dual advance against the net
                           balance due Ohio Life at the end of the same quarter
                           under the Treaty and the balance due the  Company at
                           the end of the same quarter under the Retro Contract.
                           The Custodian is not  responsible  for obtaining
                           approval from any party for withdrawals  made by
                           Americo in an aggregate  amount of $15,000,000 or
                           less during any calendar quarter.

                  6.       The  Custodian  will  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 Company.

         C.       Delivery  Of  Investments.  The  Custodian  shall  release and
                  deliver  United States  investments of the Account held by the
                  Custodian  or in a  U.S.  Securities  System  account  of  the
                  Custodian or in the Custodian's Direct Paper book entry system
                  account  ("Direct Paper System  Account") only upon receipt of
                  Proper   Instructions   (as  defined  below),   which  may  be
                  continuing   instructions  when  deemed   appropriate  by  the
                  parties,  and only as  described  in paragraph B. above and in
                  the following cases:

     1.    Upon sale of such investments for the account of the Company and
           receipt of payment therefor;

                  2.      Upon the  receipt of payment in connection with any
                          repurchase  agreement  related to such investments
                          entered into on behalf of the Company;

                  3.      In the case of a sale effected through a U.S.
                          Securities System, in accordance with the provisions
                          of Section 2.G. hereof;

                  4.      To the depository agent, against a receipt, in
                          connection with tender or other similar offers for
                          portfolio investments of the Account;

                  6.       To  the  issuer  thereof  or  its  agent,  against  a
                           receipt, when such investments are called,  redeemed,
                           retired or otherwise  become payable;  provided that,
                           in any such case, the cash or other  consideration is
                           to be delivered to the Custodian;

                  7.       To the  issuer  thereof,  or  its  agent,  against  a
                           receipt,  for transfer into the name of the Custodian
                           or into the name of any  nominee or  nominees  of the
                           Custodian  or into  the name or  nominee  name of any
                           agent appointed  pursuant to Section 2.F. or into the
                           name or nominee  name of any  subcustodian  appointed
                           pursuant  to  Section  1;  or  for   exchange  for  a
                           different  number  of  bonds,  certificates  or other
                           evidence  representing the same aggregate face amount
                           or number of units;  provided that, in any such case,
                           the  new  investments  are  to be  delivered  to  the
                           Custodian.

                  8.       Upon the sale of such  investments for the account of
                           the  Company,  to the broker or its  clearing  agent,
                           against a receipt, for examination in accordance with
                           "street delivery"  custom;  provided that in any such
                           case, the Custodian shall have no  responsibility  or
                           liability  for any loss  arising from the delivery of
                           such investments  prior to receiving payment for such
                           investments  except as may arise from the Custodian's
                           own gross negligence or willful misconduct;

                  9.       For  exchange or  conversion  pursuant to any plan of
                           merger,       consolidation,        recapitalization,
                           reorganization  or readjustment of the investments of
                           the  issuer  of  such  investments,  or  pursuant  to
                           provisions   for   conversion   contained   in   such
                           investments,  or pursuant  to any deposit  agreement,
                           against a receipt;  provided  that, in any such case,
                           the new  investments  and  cash,  if  any,  are to be
                           delivered to the Custodian;

                  10.      In  the  case  of   warrants,   rights   or   similar
                           investments, the surrender thereof in the exercise of
                           such warrants,  rights or similar  investments or the
                           surrender   of   interim    receipts   or   temporary
                           investments  for  definitive  investments;   provided
                           that, in any such case, the new investments and cash,
                           if any, are  concurrently  delivered to the Custodian
                           or against a receipt;

                  11.      For delivery in connection with any loans of Account
                           investments  made on behalf of the company, but only
                           against  receipt of adequate  forms of collateral as
                           agreed upon from time  to  time by the  Company or
                           its  delegate,  which  may be in the  form of cash
                           or obligations issued by the United States
                           government,  its agencies or  instrumentalities,
                           except that in connection  with any loans for which
                           collateral is to be credited to the Custodian's
                           account in the book-entry  system, the Custodian will
                           not be held liable or responsible for the delivery
                           of  Account  investments  prior to the  receipt  of
                           such collateral;

                  12.      For delivery as security in connection  with any
                           borrowings by the Company  requiring a pledge of
                           Account assets;

                  13.      For delivery in accordance with the provisions of any
                           agreement  among the  Company,  the  Custodian  and a
                           broker-dealer  which  is a  member  of  The  National
                           Association  of Securities  Dealers,  Inc.  ("NASD"),
                           relating to compliance  with the rules of The Options
                           Clearing  Corporation and of any registered  national
                           securities  exchange,  or of any similar organization
                           or   organizations,   regarding   escrow   or   other
                           arrangements in connection with Account  transactions
                           by the Company;

     14.   For delivery in accordance with the provisions of any agreement among
           the  Company,  the  Custodian,  and  a  Futures  Commission  Merchant
           registered under the Commodity  Exchange Act,  relating to compliance
           with the rules of the Commodity Futures Trading Commission and/or any
           Contract  Market,  or  any  similar  organization  or  organizations,
           regarding  deposits in connection  with Account  transactions  by the
           Company;

                  15.      Upon  the  sale  of such  investments  and  prior  to
                           receipt of payment therefor, but only as set forth in
                           written Proper Instructions (such delivery in advance
                           of  payment  shall be  referred  to herein as a "Free
                           Trade"); and

                  16.      For any other proper corporate purpose, but only upon
                           receipt  of  Proper  Instructions  from the  Company,
                           specifying the  investments to be delivered,  setting
                           forth the  purpose  for which such  delivery is to be
                           made,  and  naming  the  person  or  persons  to whom
                           delivery of such investments shall be made.

         D.       Registration  Of  Investments.  United  States  investments
                  held by the  Custodian  (other  than
                  -----------------------------
                  bearer  investments)  shall be  registered  in the name of the
                  Company or in the name of any nominee of the Company or of any
                  nominee  of the  Custodian  which  nominee  shall be  assigned
                  exclusively  with  respect to the  Account,  or in the name or
                  nominee name of any agent appointed pursuant to Section 2.F or
                  in the name or  nominee  name of any  sub-custodian  appointed
                  pursuant  to  Section  1.  All  investments  accepted  by  the
                  Custodian  on  behalf of the  Company  under the terms of this
                  Agreement  shall be in "street  name" or other  good  delivery
                  form.  If,  however,  the  Company  directs the  Custodian  to
                  maintain  Account  investments in "street name," the Custodian
                  shall use reasonable efforts only to (a) timely collect income
                  due to the  Company  on such  investments  and (b)  notify the
                  Company  of  relevant  corporate  actions  including,  without
                  limitation,  pendency of calls, maturities, tender or exchange
                  offers.

          E.       Collection Of Income. Subject to the provisions of Section
                   2.C.,  the Custodian  shall collect
         ------------------------------
                  on a timely basis all income and other  payments  with respect
                  to  United  States  investments  held  hereunder  to which the
                  Company shall be entitled  either by law or pursuant to custom
                  in the  investments  business,  and shall  collect on a timely
                  basis all income  and other  payments  with  respect to United
                  States  bearer  investments  of the Account if, on the date of
                  payment  by the  issuer,  such  investments  are  held  by the
                  Custodian  or its  agent,  and  shall  credit  such  income as
                  collected  to  the  Account.   Income  due  on  United  States
                  investments of the Account  loaned  pursuant to the provisions
                  of Section 2.B.10. shall be the responsibility of the Company;
                  the  Custodian  will  have  no  duty  or   responsibility   in
                  connection  therewith  other than to provide the Company  with
                  such information or data in its possession as may be necessary
                  to assist the Company in arranging for the timely  delivery to
                  the  Custodian  of the income to which the Company is properly
                  entitled.

         F.       Payment Of Account Monies. Upon receipt of Proper Instructions
                  from the Company,  which may be continuing  instructions  when
                  deemed  appropriate by the parties,  the Custodian shall, from
                  Account  monies,  pay out such monies in the  following  cases
                  only:

         1. Upon the purchase of United States  investments,  including options,
futures contracts or options on futures contracts, for the Account, but only (i)
against the delivery of such  investments,  including  evidence of title to such
options, futures contracts or options on futures contracts, to the Custodian (or
any bank,  banking firm or trust company doing  business in the United States or
abroad as a custodian  which has been  designated  by the Custodian as its agent
for this  purpose)  registered  in the name of the  Company  or in the name of a
nominee of the Company or of the Custodian referred to in Section 2.C. hereof or
in proper form for transfer;  (ii) in the case of a purchase  effected through a
U.S.  Securities  System, in accordance with the conditions set forth in Section
2.G. hereof;  (iii) in the case of a purchase involving the Direct Paper System,
in accordance with the conditions set forth in Section 2.H.; (iv) in the case of
repurchase  agreements  entered into between the Company and the  Custodian,  or
another bank, or a broker-dealer which is a member of NASD, (A) against delivery
of the investments either in certificated form or through an entry crediting the
Custodian's  account at the Federal  Reserve Bank with such  investments  or (B)
against delivery of the receipt evidencing  purchase on behalf of the Company of
investments  owned by the Custodian along with written evidence of the agreement
by the Custodian to repurchase  such  investments  from the Company;  or (v) for
transfer to a time  deposit  account of the Company in any bank,  whether in the
United  States or outside  the United  States,  or any  savings  and loan;  such
transfer may be effected prior to receipt of a confirmation from a broker and/or
the applicable bank or savings and loan pursuant to Proper Instructions from the
Company as defined in Section 6;

                  2.       In  connection  with  conversion,  exchange or
                           surrender of Account  investments  as set forth in
                           Section 2.B. hereof;

                  3.       For payment of the amount of dividends received in
                           respect of Account  investments sold short;

                  4.       Upon the purchase of United  States  investments  and
                           prior to receipt of such investments, but only as set
                           forth in written Proper Instructions (such payment in
                           advance of delivery,  along with  delivery in advance
                           of payment made in accordance  with Section  2.B.14.,
                           as applicable, shall be referred to herein as a "Free
                           Trade");

                  5.       For the payment of any expense or liability  incurred
                           by the Company with respect to the Account, including
                           but not limited to the following payments:  interest,
                           taxes,  management,  accounting,  transfer  agent and
                           legal fees, and operating expenses thereof whether or
                           not  such  expenses  are  to  be  in  whole  or  part
                           capitalized or treated as deferred expenses; and

                  6.       For any other proper  purpose,  but only upon receipt
                           of Proper  Instructions from the Company,  specifying
                           the amount of such payment, setting forth the purpose
                           for which such payment is to be made,  and naming the
                           person or persons to whom such payment is to be made.

         G.       Appointment  Of  Agents.  Upon  prior  written  notice  to the
                  Company,  the  Custodian  may  at any  time  or  times  in its
                  discretion appoint (and may at any time remove) any other bank
                  or trust  company to act as its agent to carry out such of the
                  provisions of this Section 2 as the Custodian may from time to
                  time direct.
         H.       Deposit  Of  Investments  In  U.S.  Securities  Systems.   The
                  Custodian   may  deposit   and/or   maintain   United   States
                  investments  of the  Account  in a U.S.  Securities  System in
                  accordance   with   applicable   Federal   Reserve  Board  and
                  Securities and Exchange  Commission rules and regulations,  if
                  any,  and only to the  extent  applicable  and  subject to the
                  following provisions:

         1. The Custodian may keep United States investments of the Account in a
U.S.  Securities  System  provided that such  investments  are represented in an
account of the Custodian in the U.S. Securities System ("U.S.  Securities System
Account")  which shall not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for customers;

                  2.       The records of the  Custodian  with respect to United
                           States   investments   of  the   Company   which  are
                           maintained in a U.S.  Securities System Account shall
                           identify  by  book-entry  those  investments  of  the
                           Account;

                  3.       The Custodian shall pay for United States investments
                           purchased for the Account upon (i) receipt of advice
                           from the U.S. Securities System that such investments
                           have been transferred to the U.S. Securities System
                           Account,  and (ii) the making of an entry on the
                           records of the  Custodian  to reflect  such  payment
                           and transfer for the benefit of the Account.  The
                           Custodian  shall  transfer  United  States
                           investments  sold for the Account  upon (i) receipt
                           of advice  from the U.S.  Securities  System that
                           payment for such investments has been transferred to
                           the U.S.  Securities  System Account, and (ii) the
                           making of an entry on the records of the  Custodian
                           to reflect  such  transfer  and payment  for  the
                           benefit of the Account.  Copies  of  all  advices
                           from  the  U.S. Securities  System of transfers of
                           United States Account  investments shall identify the
                           Company, be maintained  for the Company by the
                           Custodian and be provided to the Company at its
                           request.  The Custodian  shall furnish the Company
                           confirmation of each transfer to or from the  Account
                           in the form of a written  advice or notice and shall
                           furnish to the Company copies of daily  transaction
                           sheets reflecting each day's  transactions in
                           the U.S. Securities System with respect to the
                           Account; and

                  4.       The  Custodian  shall  provide the  Company  with any
                           report   obtained  by  the   Custodian  on  the  U.S.
                           Securities  System's   accounting  system,   internal
                           accounting  control and procedures  for  safeguarding
                           United States investments deposited in the U.S.
                           Securities System.

         I.       Account  Assets Held In The  Custodian's  Direct Paper System.
                  The Custodian may deposit and/or maintain Account  investments
                  in the Direct  Paper  System of the  Custodian  subject to the
                  following provisions:

         1.       No  transaction  relating to  investments  in the Direct Paper
                  System will be effected in the absence of Proper  Instructions
                  from  the  Company;   2.  The   Custodian   may  keep  Account
                  investments in the
                           Direct  Paper  System  only if such  investments  are
                           represented  in an  account of the  Custodian  in the
                           Direct Paper System which  account  shall not include
                           any assets of the Custodian other than assets held as
                           a fiduciary, custodian or otherwise for customers;

                  3.       The records of the Custodian  with respect to Account
                           investments  which are maintained in the Direct Paper
                           System  shall  identify by  book-entry  such  Account
                           investments; and

                  4.       The Custodian shall pay for investments purchased for
                           the  Account  upon  the  making  of an  entry  on the
                           records of the  Custodian to reflect such payment and
                           transfer of investments to the Account. The Custodian
                           shall transfer  investments sold for the Account upon
                           the  making  of  an  entry  on  the  records  of  the
                           Custodian  to reflect  such  transfer  and receipt of
                           payment for the Account.

         J.       Segregated  Account.  The  Custodian  shall  establish  and
                  maintain  a  segregated  account  or
                  -------------------
                  accounts for and on behalf of the Account,  into which
                  account or accounts  shall be  transferred cash  and/or
                  investments,  including  investments  maintained  in an
                  account  by the  Custodian pursuant to Section 2.H.  hereof
                 (a) in accordance  with the  provisions of any agreement  among
                  the Company and a broker-dealer  which is a member of the NASD
                  (or any  Futures  Commission  Merchant  registered  under  the
                  Commodity Exchange Act), relating to compliance with the rules
                  of The  Options  Clearing  Corporation  and of any  registered
                  national   securities   exchange  (or  the  Commodity  Futures
                  Commission  or  any  registered  contract  market),  or of any
                  similar  organization or  organizations,  regarding  escrow or
                  other  arrangements  in connection  with  transactions  by the
                  Company,  (b) for purposes of  segregating  cash or government
                  investments  in  connection  with options  purchased,  sold or
                  written  by the  Company or  commodity  futures  contracts  or
                  options   thereon   purchased   or  sold  by  the  Company  or
                  short-sales,  and (c) for other  proper  purposes set forth in
                  written Proper Instructions.
         K.       Proxies.  The  Custodian  shall,  with  respect  to the United
                  States investments held by it hereunder,  cause to be executed
                  by  the  registered  holder  of  such   investments,   if  the
                  investments  are registered  otherwise than in the name of the
                  Company or a nominee of the Company,  all proxies  received by
                  the Custodian  without  indication of the manner in which such
                  proxies are to be voted, and shall deliver to the Company such
                  proxies,  all  proxy  soliciting  materials  received  by  the
                  Custodian   and  all   notices   received   relating  to  such
                  investments.

         L.       Communications  Relating To Account  Investments.  Subject to
                  the provisions of Section 2.C., the
                  ------------------------------------------------
                  Custodian   shall   transmit   to  the   Company  all  written
                  information (including, without limitation,  pendency of calls
                  and maturities of United States investments and expirations of
                  rights in connection therewith and notices of exercise of call
                  and put options  written by the  Company  and the  maturity of
                  futures  contracts  purchased or sold by the Company) received
                  by the Custodian from issuers of the United States investments
                  being held for the Account. With respect to tender or exchange
                  offers,  the  Custodian  shall  transmit  to the  Company  all
                  written information  received by the Custodian from issuers of
                  the United  States  investments  whose  tender or  exchange is
                  sought and from the party (or his agents) making the tender or
                  exchange  offer.  If the  Company  desires to take action with
                  respect  to any  tender  offer,  exchange  offer or any  other
                  similar transaction, the Company shall notify the Custodian at
                  least three United  States  business days prior to the date on
                  which the Custodian is required to take such action; provided,
                  however,  that the Custodian  will use  reasonable  efforts to
                  take such action as the Company may request.

3.       DUTIES OF THE CUSTODIAN WITH RESPECT TO CERTAIN PROPERTY OF THE ACCOUNT
         HELD OUTSIDE OF THE UNITED STATES.

         A.       Assets To Be Held.  The Custodian  shall identify on its books
                  as belonging to the Company, the non-United States investments
                  of  the  Account  held  by  each  non-United   States  banking
                  institution serving as a sub-custodian hereunder.

         B.       Non-United  States Securities  Systems.  Except as may
                  otherwise be agreed upon in writing by the
                  --------------------------------------
                  Custodian  and the Company,  non-United  States  assets of the
                  Account held pursuant to this Agreement shall be maintained in
                  a clearing agency which acts as a securities  depository or in
                  a  book-entry  system for the central  handling of  securities
                  located  outside  of  the  United  States  (each  a  "Non-U.S.
                  Securities System") only through  arrangements  implemented by
                  the  non-United   States  banking   institutions   serving  as
                  sub-custodians   pursuant  to  the  terms   hereof   (Non-U.S.
                  Securities   Systems   and   U.S.   Securities   Systems   are
                  collectively referred to herein as the "Securities Systems").

         C.       Reports By  Custodian.  The  Custodian  will supply to the
                  Company from time to time, as mutually
                  ---------------------
                  agreed  upon,  statements  in respect of the  investments  and
                  other assets of the Account held by non-United  States banking
                  institutions  serving  as  sub-custodians,  including  but not
                  limited to an  identification of entities having possession of
                  the investments and other assets of the Account and advices or
                  notifications  of any transfers of investments to or from each
                  custodial  account  maintained by a non-United  States banking
                  institution  for  the  Custodian  on  behalf  of  the  Account
                  indicating,  as to  securities  acquired for the Account,  the
                  identity  of the entity  having  physical  possession  of such
                  investments.

         D.       Transactions In Non-United  States Custody Account.  Except as
                  otherwise  provided in paragraph (1) of this Section 3.D., the
                  provision of Sections  2.B. and 2.E. of this  Agreement  shall
                  apply  with any  necessary  changes to the  non-United  States
                  investments  of the Account held outside the United  States by
                  non-United States sub-custodians pursuant to this Agreement.

         1.  Notwithstanding  any  provision of this  Agreement to the contrary,
settlement and payment for investments  received for the Account and delivery of
investments  maintained  for the Account may be effected in accordance  with the
customary established  securities trading or securities processing practices and
procedures  in the  jurisdiction  or  market in which  the  transaction  occurs,
including,  without limitation,  delivering investments to the purchaser thereof
or to a dealer  therefor (or an agent for such  purchaser  or dealer)  against a
receipt with the  expectation  of receiving  later payment for such  investments
from such purchaser or dealer.

                  2.       Investments maintained in the custody of a non-United
                           States sub-custodian may be maintained in the name of
                           such entity's nominee to the same extent as set forth
                           in Section  2.C. of this  Agreement,  and the Company
                           agrees  to hold any such  nominee  harmless  from any
                           liability as a holder of record of such investments.

          E.      Liability Of Non-United States Sub-Custodians.  Each agreement
                  pursuant to which the  Custodian  employs a non-United  States
                  banking institution as a non-United States sub-custodian shall
                  require the  institution  to exercise  reasonable  care in the
                  performance of its duties. At the election of the Company,  it
                  shall  be  entitled  to be  subrogated  to the  rights  of the
                  Custodian  with  respect  to any claims  against a  non-United
                  States banking  institution as a consequence of any such loss,
                  damage, cost, expense, liability or claim if and to the extent
                  that the  Company  has not been made  whole for any such loss,
                  damage, cost, expense, liability or claim.

4.       BANK ACCOUNTS.

     The  Custodian  shall open and maintain a separate bank account or accounts
in the United States in the name of the Company,  subject only to draft or order
by the Custodian acting pursuant to the terms of this Agreement,  and shall hold
in such account or accounts, subject to the provisions hereof, all cash received
by it from or for the Account.  Funds held by the  Custodian for the Account may
be  deposited  by the  Custodian  to its  credit  as  custodian  in the  banking
department  of State  Street  Bank and Trust  Company or in such other  banks or
trust  companies as it may in its discretion  deem necessary or desirable.  Such
funds shall be deposited by the Custodian in its capacity as custodian and shall
be withdrawable by the Custodian only in that capacity.

5.       ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.

         A.       The Custodian may in its discretion, without express authority
                  from the Company:

                  1.       Make  payments  to  others  for  minor  transactional
                           expenses of  handling  investments  or other  similar
                           items  relating to its duties  under this  Agreement,
                           provided  that all such  payments  shall be accounted
                           for to the Company;

                  2.       Surrender investments in temporary form for
                           investments in definitive form;

                  3.       Endorse for collection, in the name of the Company,
                           checks, drafts and other negotiable instruments; and

                  4.       In general,  attend to all non-discretionary  details
                           in connection with the sale, exchange,  substitution,
                           purchase,   transfer  and  other  dealings  with  the
                           investments  and  property of the  Account  except as
                           otherwise directed by the Company.

 6.       PROPER INSTRUCTIONS.

     Proper  Instructions  as used herein means a writing signed or initialed on
behalf of the Company by one or more person or persons as the Company shall have
from time to time  authorized.  Each such  writing  shall set forth the specific
transaction  or  type  of  transaction  involved.   Oral  instructions  will  be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person  authorized to give such instructions with respect to the
transaction  involved.  The  Company  shall  cause all oral  instructions  to be
confirmed in writing.  Upon receipt of a certificate of the Company  accompanied
by a  detailed  description  of  procedures  approved  by the  Company  and  the
Custodian,  Proper  Instructions may include  communications  effected  directly
between  electro-mechanical or electronic devices. For purposes of this Section,
Proper  Instructions  shall  include  instructions  received  by  the  Custodian
pursuant to any tri-party agreement which requires a segregated asset account in
accordance with Section 2.I. The Custodian shall have no obligation to determine
if any Proper Instructions  received by it from the Company, or any action taken
by it in accordance therewith, comply with the investment policies, restrictions
or guidelines or statutory or regulatory requirements applicable with respect to
the Account.

7.       EVIDENCE OF AUTHORITY.

     The Custodian shall be protected in acting upon any  instructions,  notice,
request,  consent,  certificate or other instrument or paper reasonably believed
by it to be genuine  and to have been  properly  executed by or on behalf of the
Company.  The Custodian may receive and accept a copy of an  instruction  of the
Company as  conclusive  evidence  (a) of the  authority  of any person to act in
accordance with such  instruction and (b) of any  determination or of any action
by said  party,  in  each  case  as  described  in  such  instruction  and  such
instruction  may be  considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.



<PAGE>


8. DUTIES OF CUSTODIAN  WITH RESPECT TO THE BOOKS OF ACCOUNT AND  CALCULATION OF
VALUE.

     The Custodian shall cooperate with and supply  necessary  information  from
its  records  to the  entity or  entities  appointed  by the  Company to perform
investment accounting and recordkeeping  functions for the assets in the Account
and/or value the assets in the Account.

9.       RESPONSIBILITY OF CUSTODIAN.

The Custodian will hold the Company  harmless from any loss of securities of the
Company held by the Custodian under this Agreement occasioned in undertaking the
performance  of its  obligations  under this  Agreement by (a) the negligence or
dishonesty  of the  Custodian  or the  Custodian's  officers or employees or (b)
damage,   destruction,   burglary,   robbery,   holdup,   theft  or   mysterious
disappearance of any such securities when the Custodian has physical  possession
of such securities. In the event there is a loss of the securities for which the
Custodian  is  obligated  to  hold  the  Company  harmless  as  provided  in the
immediately  preceding  sentence,  the Custodian shall promptly replace,  at its
option, either the security or the value thereof measured as of the date of such
loss and the value of any loss of rights or privileges  resulting from said loss
of the  security.  If the  Custodian  replaces  or  reimburses  for the  loss of
securities,  and is later exonerated from liability, the Company shall reimburse
the Custodian for the cost of such replacement or reimbursement.

The Custodian shall not be responsible for the title, validity or genuineness of
any  property or evidence of title  thereto  received by it or  delivered  by it
pursuant to this Agreement and shall be held harmless in acting upon any notice,
request,  consent,  certificate or other instrument reasonably believed by it to
be  genuine  and to be signed by the  proper  party or  parties,  including  any
futures  commission  merchant  acting  pursuant  to the  terms of a  three-party
futures or options  agreement.  The  Custodian  shall be held to the exercise of
reasonable  care in carrying out the provisions of this  Agreement.  It shall be
kept indemnified by and shall be without liability to the Company for any action
taken or omitted by it in good faith  without  negligence.  The  Company  hereby
agrees to indemnify and hold harmless the Custodian from and against any and all
costs,  expenses,   losses,  damages,   charges,   counsel  fees,  payments  and
liabilities  which may be  asserted  against  the  Custodian  arising out of any
failure of the Company to comply with the laws of the United States or any state
or other regulatory body thereof. The Custodian shall be entitled to rely on and
may act upon  advice of counsel  (who may be  counsel  for the  Company)  on all
matters,  and shall be  without  liability  for any action  reasonably  taken or
omitted  pursuant to such advice.  The Custodian shall be entitled to rely upon,
and  shall  have no  duty of  inquiry  with  respect  to,  the  accuracy  of any
representation  or  warranty  given to it by the  Company  and shall be  without
liability for any action  reasonably taken or omitted by it in reliance thereon.
Regardless of whether  assets held pursuant to this  Agreement are maintained in
the custody of a non-United  States  banking  institution,  a non-United  States
securities  depository,  or a branch or affiliate of a United  States bank,  the
Custodian shall not be liable for any loss, damage, cost, expense,  liability or
claim  resulting  from, or caused by, the direction of or  authorization  by the
Company to maintain  custody of any  securities or cash or other property of the
Account  outside the United  States of America,  including,  but not limited to,
losses  resulting  from the  nationalization  or  expropriation  of assets,  the
imposition  of currency  controls or  restrictions,  acts of war or terrorism or
civil unrest,  riots,  revolutions,  work stoppages,  natural disasters or other
similar events or acts.

     The  Custodian  shall be without  liability  to the  Company  for any loss,
liability,  claim  or  expense  resulting  from  or  caused  by  (a)  events  or
circumstances   beyond  the   reasonable   control  of  the   Custodian  or  any
sub-custodian  or  Securities  System  or any  agent  or  nominee  of any of the
foregoing,  including,  without  limitation,  the  interruption,  suspension  or
restriction  of trading on or the closure of any  securities  markets,  power or
other mechanical or technological failures or interruptions, or computer viruses
or communications disruptions;  (b) errors by the Company in its instructions to
the Custodian provided such instructions have been given in accordance with this
Agreement;  (c) the  insolvency of or acts or omissions by a Securities  System;
(d) any delay or failure of any broker,  agent or intermediary,  central bank or
other  commercially  prevalent  payment  or  clearing  system to  deliver to the
Custodian's  sub-custodian or agent securities purchased or in the remittance of
payment made in connection with securities sold; (e) any delay or failure of any
company,  corporation,  or other body in charge of registering  or  transferring
securities  in  the  name  of  the  Custodian,   the  Company,  the  Custodian's
sub-custodians,  nominees or agents or any  consequential  losses arising out of
such delay or failure to  transfer  such  securities  including  non-receipt  of
bonus,  dividends  and rights and other  accretions  or benefits;  (f) delays or
inability  to perform its duties due to any  disorder  in market  infrastructure
with respect to any particular security or Securities System; and (g) changes to
any  provision of any present or future law or regulation or order of the United
States of America,  or any state  thereof,  or any other  country,  or political
subdivision thereof or of any court of competent jurisdiction.

     The  Custodian  shall be liable for the acts or  omissions  of a non-United
States  banking  institution  employed as  sub-custodian  hereunder  to the same
extent as set forth with respect to sub-custodians generally in this Agreement.

     If the Company  requires  the  Custodian to take any action with respect to
investments,  which action involves the payment of money or which action may, in
the opinion of the  Custodian,  result in the Custodian or its nominee  assigned
with  respect to the Account  being liable for the payment of money or incurring
liability of some other form, the Company,  as a  prerequisite  to requiring the
Custodian to take such action,  shall  provide  indemnity to the Custodian in an
amount and form satisfactory to it.

         The Custodian (including its affiliates,  subsidiaries and agents) will
         not advance  cash or  investments  to, for or on behalf of the Account.
         However,   if  the   Custodian,   or  its   affiliates,   subsidiaries,
         sub-custodians  or agents,  does  advance cash or  investments  for any
         purpose (including but not limited to securities  settlements,  foreign
         exchange  contracts  and  assumed  settlement)  for the  benefit of the
         Account,  or in the event that the  Custodian,  its  sub-custodians  or
         their respective nominee shall incur or be assessed any taxes, charges,
         expenses,  assessments,  claims or liabilities  in connection  with the
         performance of this Agreement, except such as may arise from its or its
         sub-custodians'  or their  respective  nominee's own negligent  action,
         negligent  failure to act or willful  misconduct,  any  property at any
         time held  pursuant to this  Agreement  shall be security  therefor and
         should the Company fail to repay the Custodian promptly,  the Custodian
         shall be entitled to utilize  available  cash and to dispose of Account
         assets to the extent necessary to obtain reimbursement.

         The Company  agrees to indemnify and hold the  Custodian  harmless from
         and  against any and all costs,  expenses,  losses,  damages,  charges,
         counsel fees,  payments and liabilities  which may be asserted  against
         the Custodian (a) acting in accordance with any Proper Instruction with
         respect to Free  Trades or (b) for the acts or  omissions  of any Local
         Agent or Pledgee.

         In no event  shall the  Custodian  be liable for  indirect,  special or
consequential damages.

10.      TAX LAW.

         A.       Tax  Law Of The  United  States  Of  America.  The  Custodian
                  shall  have no  responsibility  or
                  --------------------------------------------
                  liability for any obligations now or hereafter  imposed on the
                  Company  with  respect  to the  Account  or the  Custodian  as
                  custodian  of  Account  assets  by the tax  law of the  United
                  States  of  America  or any  state  or  political  subdivision
                  thereof.  The Custodian shall be kept indemnified by and shall
                  be without  liability to the Company for any such  obligations
                  including  taxes,   withholding  and  reporting  requirements,
                  claims for  exemption or refund,  additions  for late payment,
                  interest,   penalties  and  other  expense   (including  legal
                  expenses)  that may be  assessed  against  the  Company or the
                  Custodian as custodian of the Account.

         B.       Tax Law Of Other  Jurisdictions.  It shall be the
                  responsibility  of the  Company  to notify the
                  -------------------------------
                  Custodian  of the  obligations  imposed  on the  Company  with
                  respect to the Account by the tax law of  jurisdictions  other
                  than those  mentioned in Section 10.A. The Custodian shall use
                  reasonable  efforts to assist the Company  with respect to any
                  claim  for   exemption   or  refund   under  the  tax  law  of
                  jurisdictions   for  which  the  Company  has  provided   such
                  information.   Nevertheless,   the  Custodian  shall  be  kept
                  indemnified  by and shall be without  liability to the Company
                  for any such  obligations of which it has not been notified in
                  writing by the Company,or for which it has received directions
                  to  not  withhold  United  States  taxes,   including   taxes,
                  withholding and reporting requirements,  claims for exemptions
                  or refund, additions for late payment, interest, penalties and
                  other expenses (including legal expenses) that may be assessed
                  against  the  Company or the  Custodian  as  custodian  of the
                  Company.



<PAGE>


11.      COMPUTERIZED REPORTING SERVICES.

         A.       Protection Of Equipment,  Confidential Or Proprietary Programs
                  And  Information.  The  Company  agrees to use the  equipment,
                  computer  programs  and  other  information  supplied  by  the
                  Custodian under this Agreement solely for its own internal use
                  and  benefit   and  not  for  resale  or  other   transfer  or
                  disposition  to, or use by or for the  benefit  of,  any other
                  person or organization  without the prior written  approval of
                  the Custodian.

                  The  Company  acknowledges  that  the  data  bases,   computer
                  programs,  screen  formats,  screen  designs,  report formats,
                  interactive design techniques, and other information furnished
                  to the Company by the Custodian  constitute  copyrighted trade
                  secrets or proprietary information of substantial value to the
                  Custodian. Such data bases, programs and other information are
                  collectively  referred to below as "Proprietary  Information."
                  The  Company  agrees  that  it  shall  treat  all  Proprietary
                  Information  as proprietary to the Custodian and that it shall
                  not  divulge  any  Proprietary  Information  to any  person or
                  organization except as expressly permitted hereunder.  Without
                  limiting the foregoing,  the Company agrees for itself and its
                  employees and agents:

                  1.       to use such Proprietary Information (i) solely on the
                           Custodian's computers,  (ii) solely from equipment at
                           Company  locations  agreed to between the Company and
                           the Custodian and (iii) solely in accordance with the
                           Custodian's applicable user documentation;

                  2.       to use  equipment  supplied  by the  Custodian
                           solely  with  programs  supplied  by the
                           Custodian and no other programs or software;

                  3.       to refrain from copying or  duplicating  in any way
                           (other than in the normal  course of performing
                           processing  on  Custodian's   computers)   any  part
                           of  any   Proprietary Information;

                  4.       to refrain from obtaining  unauthorized access to any
                           programs,  data or other information not owned by the
                           Company, and if such access is accidentally obtained,
                           to  respect  and  safeguard  the same as  Proprietary
                           Information;

                  5.       to refrain  from  causing  or  allowing  information
                           transmitted  from the  Custodian's computer to the
                           Company's  terminals to be retransmitted to another
                           computer,  terminal or other device;

                  6.       that the Company shall have access to only those
                           authorized  transactions  as agreed to
                           between the Company and the Custodian; and



<PAGE>


                  7.       to  honor  reasonable  written  requests  made by the
                           Custodian to protect at the  Custodian's  expense the
                           rights of the Custodian in Proprietary Information at
                           common law,  under the  applicable  law of the United
                           States of America.

         B.       Company  Acknowledgment.  The Company hereby acknowledges that
                  the  data  and  information  it will  be  accessing  from  the
                  Custodian  is  unaudited  and  may  not  be  accurate  due  to
                  inaccurate  pricing of securities,  delays of a day or more in
                  updating the Account and other causes for which Custodian will
                  not be liable to the Company.

12.      EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.

     This Agreement  shall become  effective as of its execution.  Unless sooner
terminated  by mutual  consent of the Company and Great  Southern (in which case
the  stipulation  of  termination  shall specify  whether Great  Southern or the
Company is to receive the assets),  this  Agreement  shall remain in force until
the  Company  shall  have no  liability  under the  Treaty  (either to Ohio Life
Insurance  Company or to Great  Southern as  assignee  of Ohio Life  pursuant to
subparagraph 2 of Article XIII of the Treaty). On termination of this Agreement,
Custodian  shall  transfer to Great Southern all of the assets held by Custodian
with respect to this Agreement.  Upon termination of the Agreement,  the Company
shall pay to the  Custodian  such  compensation  as may be due as of the date of
such  termination  and shall  likewise  reimburse  the  Custodian for its costs,
expenses and disbursements.

13.      SUCCESSOR CUSTODIAN.

     If a successor custodian for the Account shall be appointed by the Company,
the Custodian shall,  upon termination,  deliver to such successor  custodian at
the office of the  Custodian,  duly endorsed and in the form for  transfer,  all
investments  of the Account then held by it hereunder  and shall  transfer to an
account of the successor custodian all of the investments of the Account held in
a Securities  System.  If no such successor  custodian  shall be appointed,  the
Custodian  shall,  in  like  manner,  upon  receipt  of a  certified  copy of an
instruction  of the  Company,  deliver  at the  office  of  the  Custodian  such
investments, funds and other properties in accordance with such instruction.

     In the event that no written  order  designating  a successor  custodian or
certified copy of an instruction of the Company shall have been delivered to the
Custodian on or before the date when such  termination  shall become  effective,
then the Custodian  shall have the right to deliver to a bank or trust  company,
which is a bank doing business in the United States (including any state) of its
own selection and having an aggregate capital,  surplus,  and undivided profits,
as  shown  by its last  published  report,  of not  less  than  $10,000,000  all
investments,  funds and other  properties held by the Custodian on behalf of the
Account and all instruments held by the Custodian relative thereto and all other
property  held by it under this  Agreement and to transfer to an account of such
successor custodian all of the investments of the Account held in any Securities
System.  Thereafter,  such bank or trust  company  shall be the successor of the
Custodian under this Agreement.

     In the event that  investments,  funds and other  properties  remain in the
possession  of the  Custodian  after  the date of  termination  hereof  owing to
failure of the Company to procure the certified copy of the instruction referred
to or of the Company to appoint a successor  custodian,  the Custodian  shall be
entitled  to fair  compensation  for its  services  during  such  period  as the
Custodian retains possession of such investments, funds and other properties and
the provisions of this Agreement  relating to the duties and  obligations of the
Custodian shall remain in full force and effect.

14.      REPRESENTATIONS.

     The Company  represents  and warrants that (a) it is duly  incorporated  or
organized,  is  validly  existing  in  good  standing  in  its  jurisdiction  of
incorporation  or organization and is qualified to conduct its business in every
jurisdiction  where its business is conducted,  (b) the execution,  delivery and
performance  of this  Agreement,  all documents and  instruments to be delivered
hereunder  or  thereunder  and  all  transactions   contemplated   hereunder  or
thereunder  have been duly  authorized by all necessary  action,  (c) the person
executing  this  Agreement on its behalf has been duly  authorized to act on its
behalf, (d) this Agreement constitutes its legal, valid, binding and enforceable
agreement,  (e) it has  obtained all  authorizations  of any  governmental  body
required in connection with this and all transactions contemplated hereunder and
such authorizations are in full force and effect and (f) the execution, delivery
and  performance  of this  Agreement  and the  transactions  hereunder  will not
violate any  agreement,  law,  ordinance,  charter,  by-law,  rule or regulation
applicable  to it or by which it is bound  or by  which  any of its  assets  are
affected.  Further,  the Company  hereby  acknowledges  and agrees that it shall
notify the  Custodian  of any statute,  regulation,  rule,  or other  regulatory
requirement or policy  governing the Company's  assets,  and any change thereto,
which may affect the Custodian's responsibilities under this Agreement.

15.      GENERAL.

          A.       Compensation Of Custodian.  The Custodian shall be entitled
                   to reasonable  compensation  for its services  and  expenses
                   as  Custodian,  as agreed upon from time to time  between the
                   Company and the Custodian.

         B.       Massachusetts  Law to  Apply.  This Agreement shall be
                  construed  and the  provisions  thereof interpreted under and
                  in accordance with laws of The Commonwealth of Massachusetts.

         C.       Records.  The Custodian shall create and maintain such records
                  relating  to  its  activities  and   obligations   under  this
                  Agreement  in such  manner  as shall  be  agreed  between  the
                  Custodian  and the  Company.  All  such  records  shall be the
                  property  of the  Company  and shall at all times  during  the
                  regular business hours of the Custodian be open for inspection
                  by  duly  authorized  officers,  employees  or  agents  of the
                  Company.

         D.       Reports on Systems of Custodian's Independent Accountant.  The
                  custodian shall annually provide the Company, at the sole cost
                  and  expense  of  the  Company,  reports  by  the  Custodian's
                  independent  public  accountants  on  the  accounting  system,
                  internal  accounting  control and procedures for  safeguarding
                  investments relating to the services provided by the Custodian
                  under this Agreement.

         E.       Assignment.  Except as otherwise set forth herein,  this
                  Agreement may not be assigned by either party without the
                  written consent of the other.

         F.       Prior  Agreements.  This Agreement  supersedes and terminates,
                  as of the date hereof,  all prior contracts between the
                  Company and the Custodian relating to the custody of Account
                  assets.

         G.       Counterparts.  This  Agreement  may be executed in several
                  counterparts,  each of which shall be deemed to be an
                  original,  and all such counterparts  taken together shall
                  constitute but one and the same Agreement.

          H.      Notices. Any notice,  instruction or other instrument required
                  to be  given  hereunder  may be  delivered  in  person  to the
                  offices  of the  parties  as set forth  herein  during  normal
                  business  hours or  delivered  prepaid  registered  mail or by
                  private  delivery  service or  telecopy  to the parties at the
                  following addresses or such other addresses as may be notified
                  by any party from time to time.

                  1.       To the Company:  Employers Reassurance Corporation
                                    ........         5200 Metcalf Avenue
                                    ........         Overland Park, Kansas 66202
                                    ........         Attention:  Tom Powers
                                    ........         Telephone:  (913) 676-5200
                                    ........         Telecopy:  (913) 676-6208

         2.       To the Custodian: State Street
                                            801 Pennsylvania
                                    ........       Kansas City, MO  64105
                                    ........       Attention:  Insurance Custody
                                    ........       Telephone:  (816) 871-9232
                                    ........       Telecopy:    (816) 871-9210

                  3.       To Great Southern:      Great Southern Life Insurance
                                                   Company
                                    ........         c/o Americo
                                    ........         1055 Broadway
                                    ........         Kansas City, Missouri 64105
                                    ........         Attention:  Dennis Walsh
                                    ........         Telephone:  (816) 391-2120
                                    ........         Telecopy:  (816) 391-2083

                  Such notice,  instruction or other  instrument shall be deemed
                  to have been served upon actual receipt.

         I.       Shareholder  Communications.  Securities and Exchange
                  Commission Rule 14b-2 requires banks which
                  ---------------------------
                  hold  securities  for the account of  customers  to respond to
                  requests by issuers of securities for the names, addresses and
                  holdings of  beneficial  owners of  securities  of that issuer
                  held by the bank  unless the  beneficial  owner has  expressly
                  objected to disclosure of this information. In order to comply
                  with the rule,  the  Custodian  needs the  Company to indicate
                  whether it  authorizes  the Custodian to provide the Company's
                  name,  address,  and share  position to  requesting  companies
                  whose securities are held in the Account. If the Company tells
                  the  Custodian  "no",  the  Custodian  will not  provide  this
                  information to requesting companies.  If the Company tells the
                  Custodian
                 "yes" or does  not  check  either  "yes"  or  "no"  below,  the
                  Custodian  is  required  by the rule to treat the  Company  as
                  consenting  to  disclosure   of  this   information   for  all
                  securities  owned by the  Company  or any  funds  or  accounts
                  established by the Company. For the Company's protection,  the
                  Rule prohibits the requesting company from using the Company's
                  name  and  address  for  any  purpose  other  than   corporate
                  communications.  Please  indicate  below  whether  the Company
                  consents or objects by checking one of the alternatives below.

                           Yes              [ ] The  Custodian is  authorized to
                                            release the Company's name, address,
                                            and share positions.

                           No               [  x  ]   The   Custodian   is   not
                                            authorized  to release the Company's
                                            name, address, and share positions.

         J.       Reproduction  of Documents.  This Agreement and all schedules,
                  exhibits,  addenda,  attachments
                  --------------------------
                  and amendments  hereto may be reproduced by any  photographic,
                  photostatic,  microfilm, micro-card, miniature photographic or
                  other similar process.  The parties hereto each agree that any
                  such  reproduction  shall be  admissible  in  evidence  as the
                  original itself in any judicial or administrative  proceeding,
                  whether or not the original is in existence and whether or not
                  such reproduction was made by a party in the regular course of
                  business,  and  that any  enlargement,  facsimile  or  further
                  reproduction of such reproduction shall likewise be admissible
                  in evidence.

         K.       Year 2000.  Custodian  will take  reasonable  steps to ensure
                  that its products (and those of its
                  ---------
                  third-party  suppliers) reflect the available state of the art
                  technology  to  offer  products  that  are  Year  2000  ready,
                  including,  but not limited to, century  recognition of dates,
                  calculations  that  correctly  compute  same century and multi
                  century  formulas and date values,  and interface  values that
                  reflect  the  date  issues  arising  between  now and the next
                  one-hundred years, and if any changes are required,  Custodian
                  will make the  changes to its  products  at no cost to Company
                  and in a commercially  reasonable  time frame and will require
                  third-party suppliers to do likewise.

                  Similarly,  Company will take reasonable  steps to ensure that
                  its electronic  systems reflect the available state of the art
                  technology and are Year 2000 ready, including, but not limited
                  to, century recognition of dates,  calculations that correctly
                  compute  same  century  and multi  century  formulas  and date
                  values,  and  interface  values  that  reflect the date issues
                  arising between now and the next one-hundred years, and if any
                  changes  are  required,  Company  will make the changes to its
                  systems  at  no  cost  to  Custodian  and  in  a  commercially
                  reasonable time frame.

     IN WITNESS  WHEREOF,  each of the parties has caused this  instrument to be
executed in its name and behalf by its duly authorized  representative as of the
day and year first written above.


<PAGE>



EMPLOYERS REASSURANCE CORPORATION


By:

F Name:
Its:                                  , Duly Authorized



STATE STREET BANK AND TRUST COMPANY


By:

G Name:
H        Its:                                   , Duly Authorized


GREAT SOUTHERN LIFE INSURANCE COMPANY


By:

I Name:
Its:                                  , Duly Authorized


<PAGE>


                                                SCHEDULE A
                                    STATE STREET BANK AND TRUST COMPANY
                                          GLOBAL CUSTODY NETWORK
<TABLE>

<S>                       <C>                                         <C>
Country                    Subcustodian                                Depositories

7

Argentina                  Citibank, N.A.                              Caja de Valores S.A.


Australia                  Westpac Banking Corporation                 Austraclear Limited

                                                                       Reserve Bank Information and Transfer System


Austria                    Erste Bank der Oesterreichischen            Oesterreichischen Kontrollbank AG
                           Sparkassen AG                               (Wertpapiersammelbank Division)


Bahrain                    British Bank of the Middle East             None
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Bangladesh                 Standard Chartered Bank                     None


Belgium                    Generale de Banque                          Caisse Interprofessionnelle de Depot et
                                                                       de Virement de Titres S.A.

                                                                       Banque Nationale de Belgique


Bermuda                    The Bank of Bermuda Limited                 None


Bolivia                    Banco Boliviano Americano S.A.              None


Botswana                   Barclays Bank of Botswana Limited           None


Brazil                     Citibank, N.A.                              Companhia Brasileira de Liquidacao e Custodia


Bulgaria                   ING Bank N.V.                               Central Depository AD

                                                                       Bulgarian National Bank


Canada                     State Street Trust Company Canada           The Canadian Depository
                                                                       for Securities Limited


Chile                      Citibank, N.A.                              Deposito Central de Valores S.A.

People's Republic          The Hongkong and Shanghai                   Shanghai Securities Central Clearing and
of China                   Banking Corporation Limited,                Registration Corporation
                           Shanghai and Shenzhen branches
                                                                       Shenzhen Securities Clearing
                                                                       Co., Ltd.


Colombia                   Cititrust Colombia S.A.                     Deposito Centralizado de Valores
                           Sociedad Fiduciaria


Costa Rica                 Banco BCT S.A.                              Central de Valores S.A.


Croatia                    Privredna Banka Zagreb d.d.                 Ministry of Finance

                                                                       National Bank of Croatia


Cyprus                     Cypress Popular Bank Ltd.                   None



Czech Republic             Ceskoslovenska Obchodni                     Stredisko                               cennych
papiru(degree)
                           Banka, A.S.
                                                                       Czech National Bank


Denmark                    Den Danske Bank                             Vaerdipapircentralen (the Danish
                                                                       Securities Center)


Ecuador                    Citibank, N.A.                              None


Egypt                      Egyptian British Bank                       Misr Company for Clearing, Settlement,
                           (as delegate of The Hongkong and            and Central Depository
                           Shanghai Banking corporation Limited)

Estonia                    Hansabank                                   Eesti Vaartpaberite Keskdepositoorium


Finland                    Merita Bank Limited                         The Finnish Central Securities
                                                                       Depository


France                     Paribas, S.A.                               Societe Interprofessionnelle
                                                                       pour la Compensation des
                                                                       Valeurs Mobilieres (SICOVAM)


Germany                    Dresdner Bank AG                            Deutsche Borse Clearing AG


Ghana                      Barclays Bank of Ghana Limited              None


Greece                     National Bank of Greece S.A.                The Bank of Greece, System for
                                                                       Monitoring Transactions in
                                                                       Securities Book-Entry Form

                                                                       The Central Securities Depository
                                                                       (Apothetirion Titlon)


Hong Kong                  Standard Chartered Bank                     The Central Clearing and
                                                                       Settlement System

                                                                       Central Money Markets Unit


Hungary                    Citibank Rt.                                Kozponti Elszamolohaz es Ertektar
                                                                       (budapest) Rt. (KELLER)


Iceland                    Icebank Ltd.                                None


India                      Deutsche Bank AG;                           The National Securities Depository Limited
                           The Hongkong and Shanghai
                           Banking Corporation Limited                 Reserve Bank of India


Indonesia                  Standard Chartered Bank                     Bank Indonesia
                                                                       PT Kusodian Sentral Efek Indonesia

Ireland                    Bank of Ireland                             Central Bank of Ireland
                                                                       Securities Settlement Office


Israel                     Bank Hapoalim B.M.                          The Tel Aviv Stock Exchange
                                                                       Clearing House Ltd. (TASE Clearinghouse)

                                                                       Bank of Israel
                                                                       (As part of the TASE Clearinghouse system)

Italy                      Paribas, S.A.                               Monte Titoli S.p.A.

                                                                       Banca d'Italia


Ivory Coast                Societe Generale de Banques                 Depositaire Central Banque de Reglement
                           en Cote d'Ivoire
Jamaica                    Scotiabank Jamaica Trust and                The Jamaican Central Securities Depository
                           Merchant Bank, Ltd.


Japan                      The Fuji Bank, Limited                      Japan Securities Depository
                           Sumitomo Bank Ltd.                          Center (JASDEC)

                                                                       Bank of Japan Net System


Jordan                     British Bank of the Middle East             None
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Kenya                      Barclays Bank of Kenya Limited              Central Bank of Kenya


Republic of Korea          The Hongkong and Shanghai Banking           Korea Securities Depository Corporation
                           Corporation Limited


Latvia                     A/s Hansabank                               The Latvian Central Depository


Lebanon                    British  Bank of the Middle  East The  Custodian  and
                           Clearing  Center of (as  delegate of The Hongkong and
                           Financial  Instruments  for Lebanon and the  Shanghai
                           Banking  Corporation  Limited) Middle East (MIDCLEAR)
                           S.A.L.

                                                                       The Central Bank of Lebanon


Lithuania                  Vilniaus Bankas AB                          The Central Securities Depository of Lithuania


Malaysia                   Standard Chartered Bank                     The Malaysian Central Depository Sdn.
                           Malaysia Berhad                             Bhd.

                                                                       Bank Negara Malaysia,
                                                                       Scripless  Securities  Trading and Safekeepingm
                                                                       Systems


Mauritius                  The Hongkong and Shanghai                   The Central Depository & Settlement
                           Banking Corporation Limited                 Co. Ltd.


Mexico                     Citibank Mexico, S.A.                       S.D. INDEVAL
                                                                       (Instituto para el Deposito de Valores)


Morocco                    Banque Commerciale du Maroc                 Maroclear


The Netherlands            MeesPierson N.V.                            Nederlands Centraal Instituut voor
                                                                       Giraal Effectenverkeer B.V. (NECIGEF)

                                                                       De Nederlandsche Bank N.V.


New Zealand                ANZ Banking Group                           New Zealand Central Securities
                           (New Zealand) Limited                       Depository Limited


Norway                     Christiania Bank og                         Verdipapirsentralen (the Norwegian
                           Kreditkasse ASA                             Registry of Securities)


Oman                       British Bank of the Middle East             Muscat Securities Market
                                                                       Depository & Securities Registration Company
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Pakistan                   Deutsche Bank AG                            Central Depository Company of Pakistan
Limited; State Bank of Pakistan


Palestine                  British Bank of the Middle East             The Palestine Stock Exchange
                           (as delegate of theHongkong and
                           Shanghai banking Corporation Limited)

Peru                       Citibank, N.A.                              Caja de Valores y Liquidaciones S.A.
                                                                       CAVALI ICLV S.A.


Philippines                Standard Chartered Bank                     The Philippines Central Depository Inc.

                                                                       The Registry of Scripless  Securities (ROSS) of
                                                                       the Bureau of the Treasury


Poland                     Citibank (Poland) S.A.;                     The National Depository of Securities
                                                                       (Krajowy Depozyt Papierow Wartos ciowych)

                                                                       Central Treasury Bills Registrar


Portugal                   Banco Comercial Portugues                   Central de Valores Mobiliarios (Central)


Romania                    ING Bank N.V.                               National Securities Clearing, Settlement and
                                                                       Depository Company

                                                                       Bucharest Stock Exchange Registry Division
                                                                       National Bank of Romania

Russia                     Credit Suisse First Boston AO, Moscow       None
                           (as delegate of Credit Suisse First Boston,
                           Zurich)



Singapore                  The Development Bank                        The Central Depository (Pte)
                           of Singapore Limited                        Limited

                                                                       Monetary Authority of Singapore


Slovak Republic            Ceskoslovenska Obchodna                     Stredisko Cennych Papierov
                           Banka, A.S.

                                                                       National Bank of Slovakia


Slovenia                   Bank Austria d.d.                           Klirinsko Depotna Druzba d.d.


South Africa               Standard Bank of South Africa Limited       The Central Depository Limited


Spain                      Banco Santander Central Hispano, S.A.       Servicio de Compensacion y
                                                                       Liquidacion de Valores, S.A.

                                                                       Banco de Espana,
                                                                       Central de Anotaciones en Cuenta


Sri Lanka                  The Hongkong and Shanghai                   Central Depository System
                           Banking Corporation Limited                 (Pvt) Limited


Swaziland                  Standard Bank Swaziland Limited             None


Sweden                     Skandinaviska Enskilda Banken               Vardepapperscentralen, VPC AB
                                                                       (the Swedish Central Securities Depository)


Switzerland                UBS AG                                      SIS - SegaIntersettle


Taiwan - R.O.C.            Central Trust of China                      The Taiwan Securities Central
                                                                       Depository Co., Ltd.


Thailand                   Standard Chartered Bank                     Thailand Securities Depository
                                                                       Company Limited


Trinidad & Tobago          Republic Bank Limited                       None


Tunisia                    Banque Internationale Arabe de Tunisie      Societe Tunisienne Interprofessionelle de
                                                                       Compensation et de Depot de Valeurs
                                                                       Mobilieres

Turkey                     Citibank, N.A.;                             Takas ve Saklama Bankasi A.S.
                                                                       (TAKASBANK)

                                                                       Central Bank of Turkey


Ukraine                    ING Bank, Ukraine                           The National Bank of Ukraine


United Kingdom             State Street Bank and Trust Company,        The Bank of England,
                           London Branch                               The Central Gilts Office;
                                                                       The Central Moneymarkets Office


Uruguay                    Citibank, N.A.                              None


Venezuela                  Citibank, N.A.                              Central Bank of Venezuela


Vietnam                    The Hongkong and Shanghai                   None
                           Banking Corporation Limited


Zambia                     Barclays Bank of Zambia Limited             LuSE Central Shares Depository Limited

                                                                       Bank of Zambia


Zimbabwe                   Barclays Bank of Zimbabwe Limited           None
</TABLE>


Euroclear (The Euroclear System)/State Street London Limited


Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited


INTERSETTLE (for EASDAQ Securities