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                                                                    Exhibit 10.1



                           Amendment Number 1 to the

    Automatic Flexible Premium Variable Life Reinsurance Agreement Number 2
                         (Referred to as the Agreement)

                                    Between

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                               of Largo, Florida
                         (referred to as the Reinsured)

                                      and

                       WMA LIFE INSURANCE COMPANY LIMITED
                              of Hamilton, Bermuda
                         (referred to as the Reinsurer)


                           Effective January 1, 1999


Article II, DEFINITIONS, "Recapture Fee", "Reinsurance Fee" and "Reinsurance
Fee Accrual Rate", is added to read as follows:

         "RECAPTURE FEE" is that amount the Reinsured agrees to pay the
         Reinsurer if it elects to recapture Reinsured Policies.

         "REINSURANCE FEE" is an amount due and payable to the Reinsured on any
         amount not otherwise paid and settled within two (2) weeks after
         receipt by Reinsurer of the quarterly report, from its respective
         calendar quarter-end to the date such amount is paid and settled.

         "REINSURANCE FEE ACCRUAL RATE" means an effective annual rate of nine
percent (9%).

Article III, LIABILITY, Paragraph's 5 and 6, are replaced with the following:

5.       On an ongoing basis the liability of the Reinsurer, reinsurance
         premiums, benefits and other items due to or from each party shall be
         accounted for on the basis of the quarterly reports prepared by the
         Reinsured in the form of Schedules C1 and C2 and sent to Reinsurer via
         facsimile transmission or such other medium mutually acceptable to
         both parties. Also included will be any adjustments made necessary by
         changes in reinsurance effective during the previous quarter, or
         changes due to any agreed upon errors on a previous report.

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         During 1999, payment of any amount due to be paid by the Reinsurer or
         the Reinsured shall be determined on a net basis and shall be paid, in
         United States currency, (i) not later than December 30, 1999, for
         settlement with regard to Reinsured Policies issued after December 31,
         1998 and before October 1, 1999, including any applicable Reinsurance
         Fee, and (ii) within two (2) weeks after receipt by Reinsurer of the
         quarterly report for all other Reinsured Policies. During year 2000
         and thereafter, payment of any amount due to be paid by the Reinsurer
         or the Reinsured shall be paid within two (2) weeks after receipt by
         Reinsurer of the quarterly report for all Reinsured Policies.


6.       The settlement, as shown in Schedule C1 and C2 will include interest
         on premiums received, net transfers, mortality and expense charges,
         and asset based allowances as shown in Schedule E1, and interest on
         commission and expense allowances, and interest on benefits from the
         Fixed Account, as shown in Schedule D1 accruing from the fifteenth
         (15th) of the month to the end of its respective calendar quarter. The
         interest rate(s) used will be the Settlement Interest Rate of the
         month named on the Schedules D1 and E1. A Reinsurance Fee shall
         accrue, at the Reinsurance Fee Accrual Rate, on any amount not settled
         within two (2) weeks after receipt by Reinsurer of the quarterly
         report, from its respective calendar quarter-end to the date such
         amount is paid and settled.

Article XI, REINSURANCE RESERVES, Paragraph's 6 and 7, are replaced with the
following:

6.       The Letter(s) of Credit in favor of the Reinsured will be an amount
         which:

         (i)      through December 30, 1999, must equal or exceed the
                  reinsurance credits taken or reasonably estimated to be taken
                  by the Reinsured in connection with this Agreement under
                  Exhibit 8, and under Exhibit 11, Part 1, Column 3, Line 4c,
                  and any other liabilities held for the Reinsured Policies
                  issued prior to January 1, 1999, and reported on the
                  Reinsured's statutory financial statements; and

         (ii)     after December 30, 1999, must equal or exceed the reinsurance
                  credits taken or reasonably estimated to be taken by the
                  Reinsured in connection with this Agreement under Exhibit 8,
                  and under Exhibit 11, Part 1, Column 3, Line 4c, and any
                  other liabilities held for the Reinsured Policies, and
                  reported on the Reinsured's statutory financial statements.


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         Subject to the approval of the State of Ohio Department of Insurance,
         the amount of the Letter of Credit may be reduced by the quota share
         percentage of the excess of the Separate Account Value over the
         Separate Account Statutory Reserve. Should the reinsurance credit not
         be allowed, as a result of this reduction in any applicable
         jurisdiction, the Letter of Credit will be restored to the value that
         it would have been without this reduction.

7.       The Letter(s) of Credit shall be substantially in the form set forth
         in Exhibit B or in such other form as the Ohio Insurance Department or
         other applicable state Insurance Department may require or permit. The
         terms of the Letter(s) of Credit shall provide that: it is not
         conditioned on the delivery of any other documents or materials; it is
         irrevocable without the consent of the Reinsured; it is automatically
         renewable as provided in Exhibit B; and its initial term is for a
         period of not less than one (1) year. Such Letter(s) of Credit may be
         drawn upon at any time, notwithstanding any other provisions in this
         Agreement, but shall be utilized by the Reinsured or its successors
         only for one or more of the following reasons:

         (i)      through December 30, 1999, to fund an account on behalf of
                  the Reinsured in an amount at least equal to the deduction,
                  for reinsurance ceded, from the Reinsured's reserves and
                  liabilities for Reinsured Plans issued prior to January 1,
                  1999, as specified in this Article; and

         (ii)     after December 30, 1999, to fund an account on behalf of the
                  Reinsured in an amount at least equal to the deduction, for
                  reinsurance ceded, from the Reinsured's reserves and
                  liabilities for all Reinsured Plans, as specified in this
                  Article; and(iii) to pay any other amounts the Reinsured
                  claims are due under this Agreement.


Article XVI, RECAPTURE, Paragraph 1, is replaced with the following:

         1.       Business reinsured under this Agreement will not be eligible
                  for recapture, except the Reinsured reserves the right to
                  recapture:

                  (i)      any business that has been in force thirty-five (35)
                           years after the policy issue date; or


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                  (ii)     Reinsured Policies issued from January 1, 1999,
                           through September 30, 1999 if (a) the Reinsured
                           provides the Reinsurer a ten (10) day notice of
                           recapture by December 20, 1999, and (b) the
                           Reinsurer fails to settle and pay amounts due,
                           including applicable Reinsurance Fees, with regard
                           to such policies upon the latter of December 30,
                           1999, or ten (10) days following notice thereof.
                           Upon recapture in accordance with this provision,
                           the Reinsured must pay the Reinsurer a Recapture Fee
                           equal to the settlement amounts due the Reinsured,
                           including applicable Reinsurance Fees; the Reinsured
                           may offset the Recapture Fee against amounts due
                           with regard to the recaptured business.

                  Furthermore, should a state regulatory body rule that this
                  Agreement is not valid for any reason, and there is no
                  remedial action available to correct the situation, the
                  Reinsured reserves the right to recapture that portion of the
                  business that was reinsured. Any adjustment in values as a
                  result of recapture will be agreed upon at the time of the
                  recapture. If agreement cannot be reached, any claims will be
                  settled in accordance with the provision of Article XVII,
                  Arbitration.

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         Except as expressed herein, all terms, covenants and provisions of the
         Automatic Flexible Premium Variable Life Reinsurance Agreement Number
         2 not in conflict with the provisions of this amendment shall remain
         unaltered and in full force and effect.

         In witness of the above, the Reinsured and the Reinsurer, by their
         respective officers have executed this amendment in duplicate at the
         dates and places indicated and shall be effective as of January 1,
         1999.

         WESTERN RESERVE LIFE                      WMA LIFE INSURANCE
         ASSURANCE CO. OF OHIO                     COMPANY LIMITED

         at  St. Petersburg, FL                    at    Duluth, GA
            ----------------------------              --------------------------

         on  June 23, 1999.                        on    June 18, 1999.
            ----------------------------              --------------------------

         By: /s/ Larry Kirkland                    By: /s/ Thomas W. Montgomery
            ----------------------------              --------------------------
         Title: V.P. and Managing Actuary          Title:  Vice President

         By: /s/ Charles T. Boswell                By: /s/ Edward F. McKernan
            ----------------------------              --------------------------
         Title:  V.P.                              Title:  Vice President


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