<PAGE>   1
                                                                    EXHIBIT 10.2

                              FIRST RIGHT AGREEMENT


     THIS AGREEMENT is entered into this 12th day of July, 2001 between Western
Reserve Life Assurance Co. of Ohio ("WRL") and The WMA Corporation ("WMAC").

     WHEREAS, WRL and WMAC, through WMA Life Insurance Company Limited ("WMA
Life"), have previously entered into several reinsurance agreements pursuant to
the terms of which WMAC, through WMA Life, has reinsured life insurance policies
and annuity contracts issued by WRL; and

     WHEREAS, WMAC wishes to continue this relationship by securing a first
right by WMA Life to reinsure life insurance policies and annuity contracts
issued by WRL and all United States domiciled entities affiliated with WRL
(collectively, the "WRL Companies") and written by WMA Agents and WFG Agents, as
such terms are defined below.

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, WRL and WMAC hereby agree as follows:

1.       Reinsurance written on a Coinsurance/Modified Coinsurance ("Co/ModCo")
         Basis

         a.       Commencing from the effective date of this agreement through
                  December 31, 2002, the WRL Companies hereby grant to WMAC,
                  through WMA Life, the right to reinsure on a coinsurance and
                  modified coinsurance (Co/ModCo) basis, in the same form of
                  reinsurance agreement being currently reinsured by WMAC
                  through WMA Life as follows:

                  (i)      up to forty percent (40%), on a quota share basis, of
                           all new variable annuity ("VA") contracts, from
                           products introduced after December 31, 2000, issued
                           by any of the WRL Companies and written by agents of
                           World Marketing Alliance, Inc. ("WMA Agents") or
                           agents of World Financial Group Insurance Agency
                           ("WFG Agents") if the previous calendar year's direct
                           written premiums of VA, issued by any of the WRL
                           Companies and written by WMA Agents or WFG Agents, of
                           at least $100 million, but not more than $249
                           million; or

                  (ii)     up to fifty percent (50%), on a quota share basis, of
                           all new VA contracts, from products introduced after
                           December 31, 2001, issued by any of the WRL Companies
                           and written by WMA Agents or WFG Agents if the
                           previous calendar year's direct written premiums of
                           VA, issued by any of the WRL Companies and written by
                           WMA Agents or WFG Agents, of at least $250 million.

                  provided that, the parties may exclude from the terms of this
                  Section 1 for any year, any new products which the parties
                  agree, in the form of a Schedule to this Agreement executed by
                  authorized officers of both WRL and WMAC, are not expected to
                  produce during such year at least $50 million of annual
                  premium volume.

         b.       Commencing from the effective date of this agreement through
                  March 31, 2003, the WRL Companies hereby grant to WMAC,
                  through WMA Life, the right to reinsure on a Co/ModCo basis up
                  to twenty percent (20%), on a quota share basis (provided
                  that, for reinsurance on a Co/ModCo basis of reinsurance first
                  reinsured on a Monthly Renewable Term ("MRT") basis, the quota
                  amount shall not exceed the quota share amount originally
                  reinsured on the MRT basis), of all new variable universal
                  life insurance ("VUL") policies on the WRL Freedom Elite
                  Builder ("FEB") policy form and on single life VUL policy
                  forms introduced after the FEB, if the previous calendar
                  year's sales produced annual first year collected target
                  premium volume of VUL, issued by any of the WRL Companies and
                  written by WMA Agents and WFG Agents, in the aggregate, of at
                  least $50 million in the first year of this Agreement and
                  increasing by 10% each year thereafter.


<PAGE>   2

         c.       Except for the WRL Financial Freedom Builder, WRL Freedom
                  Wealth Creator and WRL Freedom Premier products, at any time
                  on or after the date of this Agreement, WMAC shall have the
                  option (provided it can demonstrate sufficient capacity) to
                  reinsure business on a Co/ModCo basis as described above (in
                  Section 2(a) or (b) as the case may be) of all policies issued
                  by any of the WRL Companies and written by WFG agents since
                  the beginning of the prior calendar year to the date on which
                  the option is exercised.

         d.       All reinsurance written by WMAC, through WMA Life, pursuant to
                  the above grant(s), will provide that the ceding company may
                  not recapture the reinsurance during the first thirty years of
                  any policy so reinsured.

         e.       The reinsurance allowances paid by WMAC, through WMA Life, to
                  WRL for reinsurance under this grant shall be such that WRL's
                  baseline pricing statutory return on investment ("ROI") after
                  WMAC reinsurance is not less than its pricing ROI before WMAC
                  reinsurance. WRL will provide WMAC with an Actuarial Pricing
                  Memorandum prepared in accordance with the Actuarial Standards
                  of Practice to support its baseline pricing with respect to
                  each ceding of reinsurance hereunder.

         f.       The foregoing grant is further subject to the condition that
                  WMA Life must maintain sufficient capacity throughout the term
                  of this Agreement by showing that its unassigned invested
                  securities, together with anticipated cash flows (including
                  retrocession facilities), will be sufficient to meet expected
                  reinsurance settlements under reinsurance agreements with WRL.

         g.       Except as otherwise considered under the terms of the
                  reinsurance treaties between WRL and WMA Life in force as of
                  the date of this Agreement, WRL agrees it will provide WMAC,
                  including WMA Life, baseline product pricing and
                  specifications on a timely basis so that it may properly
                  evaluate the reinsurance of such business.

2.       Reinsurance written on a Monthly Renewable Term ("MRT") Basis.

         a.       In the event WMAC does not exercise its right under Section
                  1(b) to reinsure on a Co/ModCo basis certain new VUL policies,
                  the WRL Companies hereby grant to WMAC the right of first
                  refusal to write reinsurance for up to twenty percent (20%)
                  but not less than 15% of all new VUL policies on FEB policy
                  form and on single life VUL policy forms introduced after the
                  FEB, provided, that the first year annual collected target
                  premium volume of VUL written by WMA Agents and WFG Agents, in
                  the aggregate, during the preceding calendar year was at least
                  $50 million in the initial calendar year of this Agreement and
                  increasing by 10% each year thereafter.

         b.       All reinsurance written by WMAC pursuant to the above grant
                  will provide that the ceding company may not recapture the
                  reinsurance during the first twenty years of any policy so
                  reinsured.

         c.       WMAC's first right of refusal with respect to MRT reinsurance
                  granted hereunder shall be exercisable after WRL has first
                  secured bids for such reinsurance from commercial reinsurers
                  as follows:

                  (i)      If WRL intends to reinsure with one or more
                  commercial reinsurers on a first-dollar quota share basis,
                  then WRL will advise WMAC of each bid it intends to accept and
                  the proportion of business to be ceded to each commercial
                  reinsurer, assuming WMAC, through WMA Life, exercises its
                  option of first right of refusal under this provision, after
                  which WMAC, through WMA Life, shall have the option to
                  reinsure their quota share of such block of insurance at 105%
                  of the "blended rate" of the commercial reinsurers' rates. The
                  "blended rate" shall mean the net reinsurance cost (gross
                  reinsurance premiums net of reinsurance allowances) to WRL of
                  each respective reinsurer's portion of WRL business to be
                  ceded, but excluding any portions ceded to WMA Life or to any
                  commercial reinsurer that is directly or indirectly affiliated
                  with WRL, provided that if WRL ultimately reinsures at a
                  blended rate different from the blended rate


                                       2
<PAGE>   3

                  calculated based on the rates in the bids WRL disclosed to
                  WMAC, then WRL shall disclose such other rates and WMAC shall
                  again have the right to elect (in a restarted time period
                  pursuant to Section (iii) below) to exercise its right of
                  first refusal to reinsure its quota share based on the new
                  blended rate.

                  (ii)     If WRL does not intend to reinsure with any
                  commercial reinsurer on a first-dollar quota share basis, WRL
                  shall secure a minimum of three bids from U.S.-domiciled
                  commercial reinsurers having A.M. Best ratings of A- or
                  better, excluding any reinsurer that is directly or indirectly
                  affiliated with WRL, on a first-dollar quota share basis with
                  a recapture period of twenty (20) years. WRL will advise WMAC
                  of each bid secured from the commercial reinsurers after which
                  WMAC, through WMA Life, shall have the option to reinsure
                  their quota share of such block of insurance at "Y" times the
                  average of the commercial reinsurers bids, where "Y" shall not
                  exceed the lesser of (i) 105% or (ii) the multiple which would
                  otherwise result in a 25 basis point reduction in WRL's
                  baseline product pricing statutory ROI as compared to WRL's
                  pricing ROI before reinsurance with WMA Life. WRL will provide
                  WMAC with an Actuarial Pricing Memorandum prepared in
                  accordance with the Actuarial Standards of Practice to support
                  its baseline product pricing with respect to each ceding of
                  reinsurance hereunder.

                  (iii)    WMAC shall have twenty business days from the date
                  material is provided to WMAC from WRL to advise WRL in writing
                  that it is exercising its right of first refusal as provided
                  in this Agreement.

3.       Term and Termination

         a.       Subject to subsection (b) below, (i) the rights set forth in
                  Section 1(a) shall terminate on December 31, 2002; (ii) the
                  rights set forth in Sections 1(b) through 1(g) shall terminate
                  on March 31, 2003; and (iii) the rights set forth in Section 2
                  shall terminate on March 31, 2006. The parties agree that this
                  Agreement, and all of the rights specified hereunder, shall
                  continue on a year-to-year basis after the expiration of the
                  respective terms in this paragraph, unless, at least one
                  hundred eighty (180) days prior to each of these termination
                  dates and each renewal date thereafter, either party notifies
                  the other party, in writing, of the party's desire not to
                  automatically renew.

         b.       This Agreement may be terminated under the following
                  circumstances:

                  (i)      the mutual agreement of the parties hereto upon a
                           mutually determined termination date;

                  (ii)     by either party, if the other party has, in any
                           material respect, breached its obligations under this
                           Agreement and such breach has not been cured within
                           thirty days after the non-breaching party has
                           notified the breaching party in writing of such
                           breach, which termination date shall be five days
                           after the expiration of the above thirty day period;

                  (iii)    by either party in the event the other party: becomes
                           insolvent; acknowledges that it is unable to pay its
                           debts as they become due; has filed a voluntary
                           petition in bankruptcy or has had an involuntary
                           petition filed against it by its creditors, and such
                           petition is not dismissed within thirty days after
                           its filing; or has commenced proceedings to be
                           granted a suspension of payments or any other
                           proceeding under any reorganization, arrangement,
                           adjustment of debt, relief of debtors, dissolution,
                           insolvency or liquidation or similar law of any
                           jurisdiction; and

                  (iv)     by WRL in the event that any reinsurance agreement
                           between WRL and WMAC or WMA Life is terminated by WRL
                           for cause based on a default by WMAC or WMA Life
                           which is not cured within any applicable cure period.


                                       3
<PAGE>   4


4.       Miscellaneous Provisions

         a.       WRL and WMAC will periodically, throughout the term of this
                  Agreement, provide each other with their independent analysis
                  of the business reinsured pursuant to the terms of this
                  Agreement. All information, regardless of its form, that is
                  provided by one party to the other pursuant to the terms of
                  this Agreement shall be maintained in a confidential manner
                  and shall not be disclosed to any third party without the
                  express written consent of the party that provided such
                  information, unless such disclosure is compelled under
                  judicial, statutory or regulatory subpoena or order.

         b.       The rights granted in Sections 1 and 2 of this Agreement shall
                  not apply to the WRL Freedom Elite VUL policy form; provided
                  that (i) the FEB product is introduced no later than sixty
                  (60) days after the Convention held in July 2001, except for
                  any delays attributable solely to extended review by the
                  Securities and Exchange Commission as long as WRL shall
                  continue to diligently pursue approval of such filing and (ii)
                  not later than sixty (60) days following its approval and
                  availability for sale within a state, the WRL Freedom Elite
                  VUL product is withdrawn from the list of products available
                  for sale by the WFG Agents located in that state. If items (i)
                  and (ii) in the preceding sentence have not been met before
                  January 1, 2002, then from and after such date, the rights
                  granted in Sections 1 and 2 of this Agreement shall apply to
                  the WRL Freedom Elite VUL policy form from January 1, 2002
                  forward.

         c.       The rights and obligations of the respective parties hereto
                  shall inure to the benefit of and be binding upon each of them
                  and their respective successors and assigns. This agreement
                  may not be assigned by either party without the express,
                  prior, written consent of the other party, which consent will
                  not be unreasonably withheld.

         d.       If any provision of this Agreement is determined by judicial
                  authority or an arbitrator to be in violation of an applicable
                  state or federal law or regulation or to be invalid or
                  unenforceable; then such provision shall be enforced during
                  such period of prohibition only to the extent permitted by
                  such law, regulation or decision, and all other provisions of
                  this Agreement shall remain in full force and effect to the
                  greatest extent possible.

         e.       This Agreement shall be governed by and construed in
                  accordance with the laws of the state of Ohio without giving
                  effect to any choice of law or conflict of law provision.

         f.       The reinsurance agreements between WRL and WMAC or WMA Life
                  pursuant to the terms of this Agreement shall be consistent
                  with the reinsurance agreements entered into by WRL with other
                  reinsurance companies for the VUL policies covered hereunder,
                  except as set forth in this Agreement and certain provisions
                  unique to WMAC or WMA Life, including establishing a letter of
                  credit in favor of WRL and provisions that restrict WMAC or
                  WMA Life from retroceding reinsurance, except for (i) ceding
                  mortality risks in excess of their retention limits on a
                  monthly or yearly renewable term plan of reinsurance or (ii)
                  ceding or assigning to secure financial reinsurance which
                  shall not result in a material increase in surplus through a
                  reduction of any liability in any financial statement filed
                  with any regulatory authority, and/or shall not result in a
                  permanent transfer by the reinsurer of the business reinsured.

         g.       WRL shall be responsible for ensuring compliance by each of
                  the WRL Companies with the terms of this Agreement.

         h.       Any controversy or claim between the parties, arising out of
                  or relating to this Agreement or the breach thereof or the
                  coverage of this arbitration provision, shall be settled by
                  arbitration. There shall be three (3) arbitrators who shall be
                  current or former officers of life insurance companies or life
                  reinsurers. However, unless otherwise consented to in writing
                  by the parties, such person shall not be a current or former
                  employee of, or current or former consultant to, the parties
                  or any affiliate or reinsurer of the parties; nor shall he or
                  she have any current employment or affiliation with,
                  consulting or contractual engagement with, or financial
                  interest in: a party to this Agreement or persons or companies
                  affiliated or associated with a party to this Agreement. WMAC
                  shall


                                       4
<PAGE>   5

                  appoint one of the arbitrators and WRL shall appoint a second
                  arbitrator and these two arbitrators shall select the third.
                  If either party shall fail to appoint an arbitrator within
                  thirty (30) days after the other party has given notice of its
                  appointment of an arbitrator, the appointment of the
                  arbitrator for the party which has so failed to appoint an
                  arbitrator shall be left to the other party. Should the two
                  arbitrators appointed by or for the parties fail to agree on
                  the choice of the third, within sixty (60) days of their
                  appointment then each of them shall name three (3)
                  individuals, of whom the other shall decline two (2), and the
                  decision shall be made by drawing lots. Arbitration shall be
                  conducted in accordance with the Commercial Arbitration Rules
                  of the American Arbitration Association which shall be in
                  effect on the date of delivery of demand for arbitration;
                  except, however, that arbitrators shall be appointed in
                  accordance with the provisions of this paragraph and that, to
                  the extent any other terms or provisions of this paragraph are
                  inconsistent with or in conflict with the Commercial
                  Arbitration Rules, this paragraph shall control. The
                  arbitration shall be conducted in a location to be determined
                  by a majority of the Arbitrators. WMAC and WRL shall each pay
                  that part of the expense of arbitration which shall be
                  apportioned to it by the arbitrators. The award rendered by
                  the arbitrators shall be final, and judgment may be entered
                  upon it in any court having jurisdiction thereof. The
                  Arbitrators shall base their decision on the terms and
                  conditions of this Agreement and, as necessary, on the customs
                  and practices of the life reinsurance and life insurance
                  industries rather than on a strict interpretation of
                  applicable law.

         i.       WRL and WMAC agree to amend the existing reinsurance
                  agreements between them to cover policies sold by the WFG
                  Agents as well as by the WMA Agents.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
         be executed on their behalf by their respective duly authorized officer
         as of the date first written above.

                  The WMA Corporation                Western Reserve Life
                                                     Assurance Co. of Ohio


                  By: /s/ Edward F. McKernan         By: /s/ Tim Stonehocker
                     ------------------------------      -----------------------
                     Edward F. McKernan, President        Senior Vice President


                                       5