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                                                                    EXHIBIT 10.2


                            Amendment Number 5 to the

                Automatic Variable Annuity Reinsurance Agreement
                         (Referred to as the Agreement)

                                     Between

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

                                       and

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


                            Effective January 1, 2000



I.       Article XIII, GENERAL PROVISIONS, Paragraph 6, Assignment or Transfer,
         is replaced by the following:

         6.       Assignment or transfer. In no event shall either the Reinsured
                  or the Reinsurer assign any of its rights, duties or
                  obligations under this Agreement without the prior written
                  approval of the other party. Such approval shall not be
                  unreasonably withheld.

                  In no event shall either the Reinsured or the Reinsurer
                  transfer either the Reinsured Plans reinsured under this
                  Agreement or the reinsurance without the prior written
                  approval of the other party. Such approval shall not be
                  unreasonably withheld provided such transfer is for the
                  principal purpose of:

                  (i)      ceding mortality risks in excess of either parties'
                           retention limit(s) on a monthly or yearly renewable
                           term plan of reinsurance, or

                  (ii)     securing 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.


II.      Schedule B1, AMOUNT OF REINSURANCE, is replaced by the following:

         1.       At any time on or after January 1, 2000 and before January 1,
                  2003, the Reinsurer shall have the option (provided the
                  Reinsurer demonstrates sufficient capacity) to prospectively
                  increase the quota share percentage on all reinsured policies
                  issued from January 1, 1999 to the date the Reinsurer elects
                  to increase the quota share

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                  percentage. The quota share percentage, as increased, shall
                  not exceed the Scheduled Quota Share Percentage in accordance
                  with terms contained in Schedule B1 of the Agreement, as
                  amended. The Reinsurer shall demonstrate its capacity by
                  showing the Reinsured that its unassigned invested securities,
                  together with anticipated cash flows (including retrocession
                  facilities), will be sufficient to meet expected reinsurance
                  settlements, with regard to the policies subject to the
                  increased quota share percentage, for a period of not less
                  than twenty-four months following the date the Reinsurer
                  elects to increase the quota share percentage. Upon election
                  to increase the quota share percentage, the initial ceding
                  allowance payable to the Reinsured shall equal (a) less (b),
                  where:

         (a)      equals settlements that would have otherwise occurred under
                  the Agreement, had the increased quota share percentage been
                  applicable from the policy issue date to the date the
                  Reinsurer elects to increase the quota share percentage,
                  accrued at an effective rate of (*)%, and

         (b)      equals all settlements due or paid under the Agreement from
                  the policy issue date to the date the Reinsurer elects to
                  increase the quota share percentage, accrued at an effective
                  rate of (*)%.

                  The initial ceding allowance shall be payable within 14 days
                  after the Reinsures election to increase the quota share
                  percentage.

         2.       The Reinsurer agrees to exercise, in unison, its option to
                  convert business reinsured under the Automatic Flexible
                  Premium Variable Life Reinsurance Agreement Number 3 to the
                  Automatic Flexible Premium Variable Life Reinsurance Agreement
                  Number 3 and its option to prospectively increase its quota
                  share on business reinsured under the Automatic Variable
                  Annuity Reinsurance Agreement.

                  The Reinsurer shall exercise its options in a manner such that
                  the ratio of:

                  (i) the initial ceding allowance due The Reinsured on business
                  converted under the Automatic Flexible Premium Variable Life
                  Reinsurance Agreement Number 3 to (ii) the initial ceding
                  allowance otherwise due The Reinsured if all in force business
                  were converted under the Automatic Flexible Premium Variable
                  Life Reinsurance Agreement Number 3,

                  shall equal the ratio of:

                  (i) the initial ceding allowance due The Reinsured on business
                  subject to the quota share increase under the Automatic
                  Variable Annuity Reinsurance Agreement to (ii) the initial
                  ceding allowance otherwise due The Reinsured if the quota
                  share were increased to the maximum allowable on all in force
                  business issued on or after January 1, 1999.

                  For example, assume if on March 31, 2001:

                  -        The Reinsurer were to convert all policies reinsured
                           under the Automatic Flexible Premium Variable Life
                           Reinsurance Agreement Number 3 to the Automatic
                           Flexible Premium Variable Life Reinsurance Agreement
                           Number 2, the initial ceding allowance would equal
                           $40,000,000, and

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(*)Material omitted pursuant to Rule 24b-2 under the Securities Exchange Act of
1934.


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                  -        The Reinsurer were to increase the quota share on all
                           policies reinsured under the Automatic Variable
                           Annuity Reinsurance Agreement to the maximum
                           otherwise permitted, the initial ceding allowance
                           would equal $20,000,000, and

                  -        The total combined initial ceding allowance to paid
                           by the Reinsurer is $30,000,000, then

                  -        The Reinsurer would only be permitted to convert
                           policies reinsured under the Automatic Flexible
                           Premium Variable Life Reinsurance Agreement Number 3
                           to the Automatic Flexible Premium Variable Life
                           Reinsurance Agreement Number 2, on a last in first
                           reinsured basis, until the initial ceding allowance
                           equals $20,000,000 (2/3 of the total), and

                  -        The Reinsurer would only be permitted to increase the
                           quota-share on policies reinsured under the Automatic
                           Variable Annuity Reinsurance Agreement to the maximum
                           otherwise permitted, on a last in first reinsured
                           basis, until the initial ceding allowance equals
                           $10,000,000 (1/3 of the total).

                  Thereafter, the quota share percentage applicable to all new
                  policies issued and reinsured shall be determined in
                  accordance with terms contained in Schedule B1 of the
                  Agreement, as amended.

                                   * * * * *

Except as expressed herein, all terms, covenants and provisions of the Automatic
Variable Annuity Reinsurance Agreement, as amended, 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, 2000.


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

   at  St. Petersburg, FL                      at  Duluth, GA

   on  December 28, 2000.                      on December 29, 2000.


   By: /s/ Larry Kirkland                      By: /s/ Thomas W. Montgomery
      ---------------------------                 --------------------------
   Title:  VP & Managing Actuary               Title:  VP


   By: /s/ Alan Yaeger                         By: /s/ Edward F. McKernan
      ---------------------------                 --------------------------
   Title:  EVP                                 Title:  VP & Actuary



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