AMENDMENT

                                 to
     
                   ASSUMPTION REINSURANCE AGREEMENT

                               Between
     
              UNIVERSAL GUARANTY LIFE INSURANCE COMPANY
               hereinafter referred to as "the Company"

                                 and
     
              FIRST INTERNATIONAL LIFE INSURANCE COMPANY
              hereinafter referred to as "the Reinsurer"
     

       WHEREAS, the Company and the Reinsurer have made and
     entered into an Assumption Reinsurance Agreement dated as of
     September 30, 1996 (the "Assumption Agreement"); and

       WHEREAS, the Company and the Reinsurer wish to amend
     certain provisions of the Assumption Agreement;

       NOW, THEREFORE, in consideration of the mutual
     agreements, promises and covenants provided herein, the
     Company and the Reinsurer hereby agree to amend the
     Assumption Agreement as follows:


     SECTION 1.-DEFINITIONS

            All terms used in this Amendment shall be subject to
     the definitions provided in the Assumption Agreement.

            The definition of Reinsured Policies in Article I shall
     be replaced with the following:

            ""REINSURED POLICIES" means all paid-up life
     insurance and, if attached thereto, annuity policies,
     contracts, binders or certificates of insurance, and
     all riders, endorsements and amendments thereto,
     whether written or oral, issued or assumed by the
     Company, that are in force on the Effective Date,
     except those offered in settlement to so called "HIV"
     policyholders and paid-up business associated with the
     Company's Jr./Sr. Plan Single Premium Interest
     Sensitive Whole Life policies, including, without
     limitation, Policy Loans, all such Reinsured Policies
     being set forth in Schedule G of the Coinsurance
     Agreement." 



     SECTION 2.-COUNTERPARTS

            This Amendment to the Assumption Agreement may be
     executed in several counterparts and each shall have the
     same force and effect as an original. 


     SECTION 3.-EFFECT

            Except as amended herein, the Assumption
     Agreement, together with all Exhibits, remains in full force
     and effect.

     
            IN WITNESS WHEREOF, UNIVERSAL GUARANTY LIFE INSURANCE
     COMPANY and FIRST INTERNATIONAL LIFE INSURANCE COMPANY have
     by their respective officers made and entered into this
     Amendment as of the 30th day of September, 1996.
     
     UNIVERSAL GUARANTY LIFE             FIRST INTERNATIONAL LIFE
     INSURANCE COMPANY                   INSURANCE COMPANY
     
     
     James E. Melville                   Jeremy Starr
     By                                  By
      
     President                           Vice President, Reinsurance     
     Title                               Title