Exhibit 10(q)(1)

AMENDMENT  NUMBER 1 TO

MARKETING AGREEMENT

THIS AMENDMENT NUMBER 1 TO THE MARKETING AGREEMENT, effective as indicated herein, by and between Americom Life & Annuity Insurance Company (“Americom”), a Texas corporation, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, Americom Life & Annuity Insurance Company and LMG entered into a Marketing Agreement (“Agreement”), wherein LMG agreed to provide specified services relating to the marketing of certain insurance policies issued by Americom:

WHEREAS, Americom merged with and into OM Financial Life Insurance Company, effective October 1, 2007.  

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, LMG and Americom mutually agree to the following:

All references in this Agreement to Americom Life & Annuity Insurance Company (“Americom”) are changed to OM Financial Life Insurance Company (“OMFLIC”). OMFLIC hereby ratifies its acceptance of the terms and conditions of the Administrative Services Agreement and all exiting addenda thereto.  

1.

Section 2, “TERM,” is hereby deleted in its entirety and the following is replaced in its stead:

“Subject to termination as provided in Section 2 of this Agreement, this Agreement shall have an initial term of two (2) years (the “Initial Term”).  After the Initial Term, this Agreement will automatically renew for successive two-year periods unless terminated by either party with twelve (12) months’ advance written notice.”  

2.

Add to APPENDIX A, “Products and Territory,” as follows:

2.

APPENDIX C, “Minimum Premium Volumes,” is deleted in its entirety.

3.  

APPENDIX E,   is hereby deleted in its entirety and the following is replaced in its stead:

Authorized OMFLIC Personnel

Brian Grigg, VP of Sales & Marketing

Richard Pretty, VP Sales & Marketing

David Smith, SVP of Operations

Nar Almeida, VP of Operations

Elaine Griffin, Manager of Operations

Eric Marhoun,  General Counsel

*Confidential information omitted and filed separately with the SEC.

1

.

Authorized LMG Personnel

Lynda L. Regan, Chief Executive Officer

R. Preston Pitts, President

Chris Eaken, Vice President of Compliance and Quality Control/Training

Dayna Wells, Vice President of IT & Product Implementation

4.  

Add to APPENDIX G, sub-section III “COMMISSIONS,” Table III-1, Commissions Percentages” as follows:

“ Effective 1/27/06 - There is no adjustment to the commission percentage for premiums greater than $** but less than $*.  For premiums of $* or more, the commission percentage is determined by OMFLIC on a case by case basis in its sole discretion.”

5.  

Add to APPENDIX G, sub-section III “COMMISSIONS,” as follows:

* Confidential information omitted and filed separately with