SECOND 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 have made and
     entered into an Amendment to the Assumption Agreement dated
     as of September 30, 1996; and

       WHEREAS, the Company and the Reinsurer wish hereby to
     further amend 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.-REGULATORY CONSENTS AND APPROVALS

            Section 2.1 of the Assumption Agreement is to be
     replaced with the following:

            "Section 2.1.  COVERAGE.  After the Effective Date
     and upon the terms and conditions, including Article
     XVI of the Coinsurance Agreement, and other provisions
     of this Assumption Agreement and any required
     governmental and regulatory consents and approvals,
     including consent and approval by the State of Ohio,
     the Company, if requested to do so by the Reinsurer,
     hereby agrees to cede to the Reinsurer and the
     Reinsurer hereby agrees to accept and reinsure, on an
     assumption basis, any Reinsured Policy.  Reinsurance
     pursuant to this Section 2.1 shall occur no less
     frequently than on a monthly basis until all Reinsured
     Policies have been assumed pursuant to the provisions
     of Article III hereunder; provided, however, that



     reinsurance may occur more frequently if the parties
     hereto agree."  


     SECTION 2.-COUNTERPARTS

            This Second 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
     Second Amendment as of the 5th day of December, 1996.
     
     UNIVERSAL GUARANTY LIFE             FIRST INTERNATIONAL LIFE
     INSURANCE COMPANY                   INSURANCE COMPANY
     
     
     James E. Melville                   Jeremy Starr     
     By                                  By
      

     President                           Vice President, Reinsurance     
     Title                               Title