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                                                                    EXHIBIT 10.2

                            Amendment Number 2 to the

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

                                     Between

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

                                       and

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


                            Effective October 1, 1999



Schedule B2, AMOUNT OF REINSURANCE, is replaced by the following:

         The amount of reinsurance under this Agreement shall be the Reinsurer's
         quota share percentage shown below of the liability of the Reinsured on
         all life insurance policies and riders in the forms listed in Schedule
         A, Business Reinsured.

         Quota Share Percentages for Issue Dates in 1998, 1999, and 2000: For
         issue dates in 1998, the quota share percentage will be 20%.

         The quota share percentage shall be 0%, commencing as of the effective
         date of this amendment, for policies issued from January 1, 1999
         through September 30, 1999 previously reinsured on a 20% quota-share
         basis. Pursuant to Amendment Number 1 to the Agreement, Article XVI,
         RECAPTURE, Paragraph 1, the Reinsured elects to recapture one hundred
         percent (100%) of the Reinsured Policies issued from January 1, 1999,
         through September 30, 1999. The Reinsured will pay the Reinsurer a
         Recapture Fee equal to (a) plus (b) plus (c), where:

         (a)      equals $13,355,774 plus accrued interest at an effective rate
                  of 9%, which shall accrue from October 1, 1999 to the date
                  such amount is settled and paid, which shall be paid no later
                  than January 31, 2000,

         (b)      equals $458,456 plus accrued interest at an effective rate of
                  6.5%, which shall accrue from October 1, 1999 to the date such
                  amount is settled and paid, which shall be paid no later than
                  January 31, 2000, and

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         (c)      equals $482,441 plus accrued interest at an effective rate of
                  6.5%, which shall accrue from November 3, 1999 to the date
                  such amount is settled and paid, which shall be paid no later
                  than January 31, 2000.

         The Reinsured may offset the Recapture Fee against amounts otherwise
         due the Reinsured.

         For policies issued from October 1, 1999 through December 31, 2000, the
         quota share percentage will be 0%.

         Quota Share Percentages for Issue Dates in 2001 and later:
         Notwithstanding the provisions of the previous three paragraphs and at
         any time, on or after January 1, 2000 and before April 1, 2003, the
         Reinsurer shall have the option (provided the Reinsurer demonstrates
         sufficient capacity) to convert the reinsurance on all policies and
         riders reinsured under the Automatic Flexible Premium Variable Life
         Reinsurance Agreement Number 3 ("FFB MRT Agreement"), issued from the
         beginning of the prior calendar year to the date the Reinsurer elects
         to convert the reinsurance on the policies and riders, to the
         Agreement. 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
         converted reinsurance on the policies and riders, for a period of not
         less than twenty-four months following the date the Reinsurer elects to
         convert the reinsurance of the policies and riders from the FFB MRT
         Agreement to the Agreement. Upon election to convert the reinsurance on
         the policies and riders, the initial ceding allowance payable to the
         Reinsured shall equal (a) less (b) less (c), where:

         (a)      equals settlements that would have otherwise occurred under
                  the Agreement, had the policies and riders been reinsured
                  under the Agreement from the beginning of the prior calendar
                  year to the date the Reinsurer elects to convert the
                  reinsurance on the policies and riders from the FFB MRT
                  Agreement, accrued at an effective rate of * %, and

         (b)      equals all settlements due or paid under the FFB MRT Agreement
                  from the beginning of the prior calendar year to the date the
                  Reinsurer elects to convert the reinsurance on the policies
                  and riders to the Agreement from the FFB MRT Agreement,
                  accrued at an effective rate of *%.

         (c)      equals the settlement paid for business that was recaptured
                  for quarters one through three of 1999 under the Co/ModCo
                  Agreement. This amount is $458,456 measured from October 1,
                  1999 or $482,441 measured from November 3, 1999, accrued at an
                  effective rate of * %. This settlement is applicable only
                  during Year 2000.

         The initial ceding allowance shall be payable within 14 days after the
         Reinsurer's election to convert the reinsurance of the policies and
         riders.


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

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         The Reinsurer and the Reinsured will jointly determine the quota share
         percentages for the balance of the calendar year in which the Reinsured
         converts the reinsurance on the policies and riders reinsured under the
         FFB MRT Agreement to the Agreement. Thereafter, the Reinsurer and the
         Reinsured will jointly determine the quota share percentages no later
         than December 1st applicable to new issues in the following calendar
         year. The determining factors for the quota share percentage are the
         expected WMA Total Flexible Premium Variable Life First Year Target
         Premiums Collected by the Reinsured for the calendar year that the
         quota share percentage will be applicable. This determination of the
         quota share percentage will be on a mutually acceptable basis,
         recognizing the good faith nature of this Agreement, and with
         references to the estimates made by both parties, based on results from
         prior periods.

         The Scheduled Quota Share Percentages for each threshold of expected
         WMA Total Flexible Premium Variable Life First Year Target Premiums
         Collected by the Reinsured are shown in the following table:

<TABLE>
<CAPTION>

            ----------------------------------------------------------
            WMA TOTAL FLEXIBLE PREMIUM VARIABLE LIFE        SCHEDULED
                       FIRST YEAR TARGET                   QUOTA SHARE
                       PREMIUMS COLLECTED                   PERCENTAGE
                 BY THE REINSURED (IN MILLIONS)
            ----------------------------------------------------------
            <S>                                            <C>
                            $50-149                            20%
            ----------------------------------------------------------
                            $150-199                           25%
            ----------------------------------------------------------
                            $200-249                           30%
            ----------------------------------------------------------
                            $250-599                           35%
            ----------------------------------------------------------
                             $600+                             40%
            ----------------------------------------------------------

</TABLE>

                          *      *      *      *      *

Except as expressed herein, all terms, covenants and provisions of the Automatic
Flexible Premium Variable Life Reinsurance Agreement Number 2 that are 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 October 1, 1999.


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

at  St. Petersburg, Fl                           at   Kamuela, Hawaii
on March 16, 2000                                on March 20, 2000

By: /s/ Larry Kirkland                           By:  /s/ Edward F. McKernan
   -----------------------------------              ---------------------------
Title:   VP & Managing Actuary                   Title:  Vice President

By: /s/ Alan Yaeger                              By: /s/ Thomas W. Montgomery
   -----------------------------------              ---------------------------
Title:  EVP                                      Title: Vice President