<PAGE>
                                                                   EXHIBIT 10.35


CONFIDENTIAL TREATMENT*

*CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND "+" HAVE
BEEN USED TO IDENTIFY INFORMATION WHICH IS SUBJECT TO A CONFIDENTIAL REQUEST.


                            AMENDMENT NUMBER 6 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

                           GLOBAL PREFERRED RE LIMITED
                   (F/K/A WMA LIFE INSURANCE COMPANY LIMITED)
                                HAMILTON, BERMUDA
                         (REFERRED TO AS THE REINSURER)


                             Effective July 1, 2001


I.       Article I, Basis of Reinsurance, Paragraph 3, is replaced by the
         following:

         3.       Coverages. The individual Reinsured Plans reinsured as shown
                  in Schedule A, are the Financial Freedom Builder and Freedom
                  Elite Builder contracts and any riders, supplemental benefits
                  or endorsements attached thereto, with an issue date after
                  March 31, 1998. Reinsurance will be limited in percentage as
                  provided in Schedule B1, as amended. Only plans sold by a
                  Producer registered with an affiliated broker-dealer
                  identified in Exhibit A shall be reinsured under this
                  Agreement

II.      Article XI, Reinsurance Reserves, Paragraph 6, is replaced by the
         following:

         6.       The Letter(s) of Credit in favor of the Reinsured will be an
                  amount which at all times must equal or exceed the reinsurance
                  credits, net of policy loans, 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. 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.
<PAGE>

III.     Article XIII, General Provisions, Paragraph 3, is replaced by the
         following:

         3.       Expenses. [+++++++++] In no event whatsoever will the
                  Reinsured have any liability for extra-contractual damages
                  assessed against the Reinsurer as a result of acts, omissions,
                  or course of conduct committed by the Reinsurer in connection
                  with the reinsurance of the Reinsured Plans under this
                  Agreement.

IV.      Article XX, DURATION OF AGREEMENT, Paragraph 3, is replaced by the
         following:

         3.       After the initial term of this Agreement, this Agreement may
                  also be canceled by either party, as it pertains to the
                  reinsurance of new:

                           (i)      Financial Freedom Builder policies and
                                    riders thereafter, by giving three hundred
                                    sixty-five (365) days advance notice of
                                    cancellation in writing. In such case, the
                                    Reinsured shall continue to cede, and the
                                    Reinsurer shall continue to accept
                                    reinsurance, under this Agreement on new
                                    Financial Freedom Builder policies and
                                    riders issued during the three hundred
                                    sixty-five (365) day period, and the
                                    interest of the Reinsurer in new Financial
                                    Freedom Builder policies and rider business
                                    shall cease at the end of the three hundred
                                    sixty-five (365) day period.

                           (ii)     Freedom Elite Builder policies and riders
                                    thereafter, by giving one hundred eighty
                                    (180) days advance notice of cancellation in
                                    writing before the initial term of the
                                    agreement or subsequent termination date. If
                                    neither party provides notice of
                                    cancellation, the Reinsured shall continue
                                    to cede, and the Reinsurer shall continue to
                                    accept reinsurance, under this Agreement on
                                    new Freedom Elite Builder policies and
                                    riders, on a year-to-year basis after the
                                    expiration of the initial term of this
                                    agreement.

V.       Exhibit A, PRODUCER, is replaced by the following:

         Flexible Premium Variable Life policies, applicable riders, and
         endorsements must be sold by and distributed through:

         -  WMA Securities, Inc. (and/or its successors) and its affiliates
         -  World Financial Group, Inc. (and/or its successors)
         -  World Group Securities, Inc. (and/or its successors)

VI.      Schedule A, BUSINESS REINSURED, is amended to include the attached
         "Schedule A1, BUSINESS REINSURED - Freedom Elite Builder Policies &
         Riders".
<PAGE>

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

         1.       The Quota Share Percentage for Policy Issue Dates from:
                  - March 1, 1998 through December 31, 1998, shall be 20%, and
                  - January 1, 1999 through July 1, 2001, shall be 0%.

         2.       At any time, on or after July 1, 2001 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 January 1, 1999 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), where:

                  (a)      equals settlements that would have otherwise occurred
                           under the Agreement, had the policies and riders been
                           reinsured under the Agreement from the policy issue
                           date to the date the Reinsurer elects to convert the
                           reinsurance on the policies and riders from the FFB
                           MRT Agreement, [+++++++++] and

                  (b)      equals all settlements due or paid under the FFB MRT
                           Agreement from the policy issue date to the date the
                           Reinsurer elects to convert the reinsurance on the
                           policies and riders to the Agreement from the FFB MRT
                           Agreement, [+++++++++].

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

         3.       At any time, on or after July 1, 2001 and before April 1,
                  2003, the Reinsurer shall have the option (provided the
                  Reinsurer demonstrates sufficient capacity) to effect
                  reinsurance up to a 20% Quota Share on all Freedom Elite
                  Builder policies, as shown in Schedule A and sold by a
                  Producer registered with an affiliated broker-dealer
                  identified in Exhibit A, issued from July 1, 2001 to the date
                  the Reinsurer elects to effect the reinsurance on the policies
                  and riders, to the Agreement, if the previous calendar year's
                  sales produced annual first year collected target premium
                  volume of VUL, issued by the Reinsured and AUSA Life Insurance
                  Company, Inc. and written by Producers registered with an
                  affiliated broker-dealer identified in Exhibit A, in the
                  aggregate, of at least $50 million in 2001 and increasing by
                  10% each year thereafter. 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 effected
                  reinsurance on the policies and riders, for a period of not
                  less than twenty-four months following the date the Reinsurer
                  elects to effect the reinsurance of the policies and riders to
                  the Agreement.

                  The Reinsurer's Quota Share of the Freedom Elite Builder
                  policies shall be net of the Reinsured's quota share cession
                  of mortality risk, if any, to a reinsurer, or reinsurers,
                  other than the Reinsurer. The initial ceding allowance shall
                  include the Reinsured's quota share reinsurance premiums paid
                  to its reinsurer(s), less applicable claims reinsured by such
                  reinsurer(s), multiplied by the Quota Share percentage.
                  Thereafter, expense allowances shall include the Reinsurer's
                  Quota Share percentage of reinsurance premiums paid by the
                  Reinsured to its reinsurer(s) and death claim amounts shall be
                  reduced by the Quota Share percentage of amounts ceded to such
                  reinsurer(s).
<PAGE>

                  Upon election to effect the reinsurance on the policies and
                  riders, the initial ceding allowance payable to the Reinsured
                  shall equal settlements that would have otherwise occurred
                  under the Agreement, had the policies and riders been
                  reinsured under the Agreement from the policy issue date to
                  the date the Reinsurer elects to effect the reinsurance on the
                  policies and riders, [+++++++++].

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

         4.       The Reinsurer agrees to exercise, in unison, its option to:

                  -        Convert business reinsured under the FFB MRT
                           Agreement to the Agreement,

                  -        Effect reinsurance on the Freedom Elite Builder
                           policies and riders, as shown in Schedule A and sold
                           by a Producer registered with an affiliated
                           broker-dealer identified in Exhibit A, to the
                           Agreement, and

                  -        Prospectively increase its quota share on business
                           reinsured under the Automatic Variable Annuity
                           Reinsurance Agreement, subject to the limitations set
                           forth in that Agreement.

                  The Reinsurer shall exercise its options in a manner such that
                  the ratio of (i) to (ii) shall equal the ratio of (iii) to
                  (iv), where:

                  (i)      Equals the initial ceding allowance due the Reinsured
                           on business:

                           (a)      Converted under the FFB MRT Agreement, and

                           (b)      Effected on the Freedom Elite Builder
                                    policies and riders to the Agreement

                  (ii)     Equals the initial ceding allowance otherwise due the
                           Reinsured if:

                           (a)      All eligible in force business were
                                    converted under the FFB MRT Agreement, and

                           (b)      Reinsurance under the Agreement were
                           effected for all eligible Freedom Elite Builder
                           policies and riders in force.

                  (iii)    Equals the initial ceding allowance due the Reinsured
                           on business subject to the quota share increase under
                           the Automatic Variable Annuity Reinsurance Agreement,
                           and

                  (iv)     Equals the initial ceding allowance otherwise due the
                           Reinsured if the quota share were increased to the
                           maximum allowable under the Automatic Variable
                           Annuity Reinsurance Agreement 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 FFB MRT Agreement to the Agreement and
                           reinsurance under the Agreement were effected for all
                           Freedom Elite Builder policies and riders in force,
                           the initial ceding allowance would equal $40,000,000,
                           and

                  -        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
<PAGE>

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

                  -        The Reinsurer would only be permitted to (a) convert
                           policies reinsured under the FFB MRT Agreement to the
                           Agreement and (b) effect reinsurance under the
                           Agreement for all Freedom Elite Builder policies and
                           riders in force, on a last in first out 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 out reinsured
                           basis, until the initial ceding allowance equals
                           $10,000,000 (1/3 of the total).

         5.       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 Financial Freedom Builder
                  policy issues in the following calendar year. The determining
                  factors for the quota share percentage are the expected 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, on Financial Freedom
                  Builder policies, for each threshold of expected Total
                  Flexible Premium Variable Life First Year Target Premiums
                  Collected by the Reinsured are shown in the following table:
<PAGE>

<TABLE>
<CAPTION>
                          --------------------------------------------------------
                          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>

VIII.    Schedule B2, COMMISSION AND EXPENSE ALLOWANCES, is amended to include
         the attached "Schedule B2 - Addendum, COMMISSION AND EXPENSE
         ALLOWANCES, Freedom Elite Builder Policies & Riders"

                            *     *     *     *     *

Except as expressed herein, all terms, covenants and provisions of the
Agreement, as amended, 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 July 1, 2001.


WESTERN RESERVE LIFE ASSURANCE           GLOBAL PREFERRED RE LIMITED
CO. OF OHIO

at St. Petersburg, FL                     at Duluth, Georgia
   ------------------------------------      -----------------------------------
on December 31, 2001                      on December 31, 2001
   ------------------------------------      -----------------------------------



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



By: /s/ ILLEGIBLE                         By: /s/ Daniel W. McLeroy
    -----------------------------------       ----------------------------------
Attest:                                   Attest:  Director, Financial Projects
<PAGE>

                                   Schedule A1

                               BUSINESS REINSURED
                     Freedom Elite Builder Policies & Riders

<TABLE>
<CAPTION>
FORM NUMBER                         DESCRIPTION
-----------                         -----------
<S>                                 <C>
FORM VL95                                   WRL FREEDOM ELITE BUILDER

ULB2.01.05.84                               Accidental Death Benefit Rider Form #ULB2.01.05.84
ULR3.01.05.84                               Children's Insurance Rider (Form #ULR3.01.05.84)
ULB4.01.03.86                               Disability Waiver & Income Rider (Form #ULB4.01.03.86)
ULB1.01.05.84                               Disability Waiver Rider (Form #ULB1.01.05.84)
LB02                                        Living Benefit Rider (LB02)
PIR12                                       Primary Insured Rider (Form #PIR12)
PIR13                                       Primary Insured Rider Plus (Form #PIR13)
WOIR                                        Other Insured Rider (Form #WOIR)
VL95AL                                      Alabama  State Variation
VL95AR                                      Arkansas State Variation
VL95CO                                      Colorado State Variation
VL95CT                                      Connecticut State Variation
VL95FL                                      Florida State Variation
VL95GA                                      Georgia State Variation
VL95HI                                      Hawaii State Variation
VL95ID                                      Idaho State Variation
VL95IL                                      Illinois State Variation
VL95IN                                      Indiana State Variation
VL95ME                                      Maine State Variation
VL95MN                                      Minnesota State Variation
VL95MO                                      Missouri State Variation
VL95NE                                      Nebraska State Variation
VL95NV                                      Nevada State Variation
VL95NH                                      New Hampshire State Variation
VL95NC                                      North Carolina State Variation
VL95ND                                      North Dakota State Variation
VL95OK                                      Oklahoma State Variation
VL95OR                                      Oregon State Variation
VL95SC                                      South Carolina State Variation
VL95TN                                      Tennessee State Variation
VL95TX                                      Texas State Variation
VL95UT                                      Utah State Variation
VL95VT                                      Vermont State Variation
VL95VA                                      Virginia State Variation
VL95WA                                      Washington State Variation
VL95WV                                      West Virginia State Variation
</TABLE>

<PAGE>

                             SCHEDULE B2 - ADDENDUM
                        COMMISSION AND EXPENSE ALLOWANCES
                     FREEDOM ELITE BUILDER POLICIES & RIDERS

                                  Due Reinsured

Commission and Expense Allowances(*)
         1.       Issue and Maintenance Expense Allowance
         2.       Sales and Marketing Premium Expense Allowance
         3.       Commission Allowance
         4.       Claim Expense Allowance
         5.       Target Surplus Allowance
         6.       DAC Proxy Tax Allowance
         7.       Mortality risk premiums on quota share cessions

                  (*) All multiplied by the quota share percentage.


<TABLE>
<S>                                                   <C>
---------------------------------------------------------------------------------------------------------------------
1.   Issue and Maintenance Expense Allowances
---------------------------------------------------------------------------------------------------------------------
     a.  Issue Expense Allowance                       -    $[+++++] base per policy
                                                       -    $[+++++] per rider
                                                       -    $[+++++] per unit, base & rider (unit=$1,000 of
                                                            specified amount / face amount)
---------------------------------------------------------------------------------------------------------------------
     b.  Maintenance Expense Allowance                 -    $[+++++] per policy in force at end of each calendar month
         (all years)                                   -    $[+++++] per rider in force at end of each calendar
                                                       -    [+++++] of collected premium.
                                                       -    $[+++++] per premium collection, estimated as $[+++++]
                                                            per policy in force at end of each calendar month
                                                       -    [+++++] of Separate Account Value in force at the end of
                                                            each calendar quarter.
---------------------------------------------------------------------------------------------------------------------
     c.   Exhibit 6 Expense Allowance                  (Intended to reflect Exhibit 6 type expenses.)
---------------------------------------------------------------------------------------------------------------------
     -        Exhibit 6 Taxes Paid                     -   [+++++] for 2001, to be reviewed annually.  Amount due
                                                           the Reinsured is the quota share of the amount paid by the
                                                           Reinsured.
---------------------------------------------------------------------------------------------------------------------
     -        Other, including guaranteed fund         Per the Reinsured Ledger
              assessments
---------------------------------------------------------------------------------------------------------------------
     d.  Investment Operations Tax                     Accrued amount of reserve for any taxes that may result from
                                                       investment operations of sub-accounts
---------------------------------------------------------------------------------------------------------------------
     e.  Gains (Losses)                                All gains/(losses) incurred by Reinsured.

---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------------
2.  Sales and Marketing Premium Expense Allowance
-------------------------------------------------------------------------------------------------------------------------
    a.   Marketing Expense                                 -   X% of collected target premium, where X% is the
                                                               weighted average of the Total Percent from the following
                                                               table using the target premium weighted over the Bands 1
                                                               through 4:

                                                               Band    Basic     Advancing    Total Percent
                                                                 1     [+++]       [+++]          [+++]
                                                                 2     [+++]       [+++]          [+++]
                                                                 3     [+++]       [+++]          [+++]
                                                                 4     [+++]       [+++]          [+++]

                                                           -   [+++] of collected excess premium
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. Commission Allowances

Actual commissions paid per the Reinsured Ledger. Commission schedules, for
information purposes only, are as follows:

<TABLE>
<CAPTION>
              ----------------------------------------------------------------------------------------------------
                                          TARGET PREMIUM                        EXCESS PREMIUM

              ----------------------------------------------------------------------------------------------------
                 POLICY        BANDS          BAND           BAND           BANDS           BANDS        ASSET
                  YEAR         1 & 2           3              4             1 & 2           3 & 4        TRAIL*
              ----------------------------------------------------------------------------------------------------
              <S>             <C>           <C>            <C>              <C>             <C>          <C>
                   1          [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
                   2          [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
                   3          [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
                   4          [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
                5-10          [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
                  11+         [+++]        [+++]         [+++]            [+++]            [+++]         [+++]
              ----------------------------------------------------------------------------------------------------
</TABLE>

                  (*)      Paid beginning of first anniversary on cash value of
                           policies with a cash value, net of policy loans, of
                           $5,000 or more.

<TABLE>
<S>                                                <C>
-----------------------------------------------------------------------------------------------------------------
4.  Claim Expense Allowance
-----------------------------------------------------------------------------------------------------------------
    a.  Death Claim Expense                        -    [++++] per death claim on base policy, OIR and CIR ($0
                                                        on PIR)
-----------------------------------------------------------------------------------------------------------------
    b.  Lapse Termination Expense (CSV=0)          -    [++++] per lapse
-----------------------------------------------------------------------------------------------------------------
    c.  Surrender Termination Expense (CSV>0)      -    [++++] per surrender on base policy
                                                   -    [++++] per surrender on rider
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>
---------------------------------------------------------------------------------------------------------------------
5.  Target Surplus Allowance               Currently, [+ + + + +] of Separate Account Value less prior Target Surplus
                                           balance accrued at an effective annual interest rate of [+ + + + +] (if
                                           positive); if amount is negative, balance is paid to Reinsurer.  If the
                                           Reinsured's method or percent used in calculating Target Surplus on the
                                           Reinsured Plans changes, which results in an immediate change in the
                                           Target Surplus balance, the Reinsurer may request a grade in period of
                                           no more than five (5) years.
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
6.  DAC Proxy Tax                          -   [+ + + + +] on Premiums and net transfers into Separate Account from
                                               Fixed Account.
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
7.  Mortality Risk Premiums Paid to        -   If applicable, actual mortality risk premiums paid on quota
Reinsurer(s)                                   share cessions to reinsurer(s), other than the Reinsurer, per the
                                               Reinsured ledger. Mortality risk premium schedules, for information
                                               purposes only, are as follows:
---------------------------------------------------------------------------------------------------------------------
</TABLE>