Exhibit 3(a)(2)
Second Amendment to Principal Underwriting Agreement
SECOND AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
THIS SECOND AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT made and effective as
of the 1st day of September, 2003, by and between AFSG SECURITIES CORPORATION
("AFSG"), a Pennsylvania corporation, and WESTERN RESERVE LIFE ASSURANCE CO. OF
OHIO ("WRL"), an Ohio corporation, on its own behalf and on behalf of the
separate investment accounts of WRL set forth in Exhibit A attached hereto and
made a part hereof (collectively, the "Account").
WHEREAS, WRL established or acquired certain separate accounts under the
laws of the State of Ohio, pursuant to a resolution of WRL's Board of Directors
in order to set aside the investment assets attributable to certain flexible
premium, multi-funded life and annuity contracts ("Contracts") issued by WRL;
WHEREAS, pursuant to that certain Principal Underwriting Agreement dated as
of October 1, 1998 (the "Agreement") between AFSG and WRL, AFSG serves as the
principal underwriter for Contracts that offer policyowners the opportunity to
invest in subaccounts of the separate accounts listed on Exhibit A attached to
the Agreement;
WHEREAS, WRL proposes to add an additional separate account to Exhibit A;
WHEREAS, AFSG is willing to sell and distribute and serve as the principal
underwriter for Contracts that offer policyowners the opportunity to invest in
subaccounts of this additional separate account;
NOW, THEREFORE, the parties agree that Exhibit A attached to the Agreement is
hereby replaced with Exhibit A attached hereto. All other terms and conditions
of the Agreement remain the same.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
by their respective duly authorized officials as of the day and year first above
written.
AFSG SECURITIES CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President and
Assistant Secretary
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President, Senior Counsel
and Assistant Secretary
SECOND AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
EXHIBIT A
WRL Series Life Corporate Account
As of May 1, 1999
WRL Series Life Account
WRL Series Annuity Account
WRL Series Annuity Account B
Puerto Rico and Guam are excluded until AFSG Securities Corporation is properly
registered and licensed in those countries.
As of August 4, 2003
Separate Account VA U