AMENDMENT TO DATA PROCESSING SERVICES AGREEMENT

724712.3
Exhibit 10.5 (a)

                                  AMENDMENT TO
                       DATA PROCESSING SERVICES AGREEMENT

         This Amendment to Data Processing  Services Agreement (the "Amendment")
is made as of January 1, 1999,  by and between  Xxxxxxx  Life,  Inc., a Missouri
corporation ("Xxxxxxx"), and Financial Holding Corporation, a Missouri
corporation ("FHC").

         WHEREAS,  Xxxxxxx and FHC are parties to that certain  Data  Processing
Services Agreement dated as of January 1, 1993 (the "Agreement"); and

         WHEREAS, the parties wish to amend Section 3 of the Agreement (Fees and
Expenses)  regarding  the  charges and fees to be paid by Xxxxxxx to FHC for the
services rendered by FHC;

         WHEREAS,  FHC is a party to a Services  Agreement dated as of August 1,
1994,  with CSC Continuum  Inc., as amended by Amendment  Number One dated as of
April 1, 1998,  pursuant to which CSC provides certain data processing  services
to FHC (as amended, the "CSC Agreement");

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows, effective as of January 1, 1999:

         1. Base  Charge  Amendment.  Section  3.01 of the  Agreement  is hereby
amended so that the rate of fees and charges  (or "Base  Charge" as that term is
defined under the  Agreement)  paid by Xxxxxxx to FHC from time to time shall be
equal to the sum of (a) that rate  amount  paid by FHC to CSC under the terms of
the CSC Agreement  (found in Schedule B, Policy Fees,  and Schedule C, Rates for
Other Services),  plus (b) any costs directly  incurred by FHC in providing data
processing services to Xxxxxxx and its subsidiaries.

         2.  Adjustment  Amendment.  Section  3.01 of the  Agreement  is  hereby
amended so that  Xxxxxxx  and FHC shall  annually  review the Base Charge and to
make  adjustments as necessary.  The Base Charge due to FHC shall not exceed the
fees and charges contained in this Agreement prior to any amendments.

         Except as herein amended,  the Agreement shall remain in full force and
effect without change.












724712.3
         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first above written.


XXXXXXX LIFE, INC.                          FINANCIAL HOLDING CORPORATION

By  /s/ Xxxxx X. Xxxxxxxx                   By /s/ Xxxx X. Xxxxxxx
  Name Xxxxx X. Xxxxxxxx                      Name  Xxxx X. Xxxxxxx
  Title Sr. V.P. and COO                      Title V.P., CFO and Treasurer