Exhibit 1(A)(3)(e) First Amendment to Principal Underwriting Agreement FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT THIS FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st da y of May, 1999, by and between AFSG...

   
                               Exhibit 1(A)(3)(e)


               First Amendment to Principal Underwriting Agreement
    





             FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

THIS FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT made and effective as
of the 1st da y of May, 1999, 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 additional separate accounts to EXHIBIT A;

      WHEREAS, AFSG is willing to sell and distribute serve as the principal
underwriter for Contracts that offer policy owners the opportunity to invest in
subaccounts of these additional separate accounts;

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/ XXXX X. XXXXXXXXXX 
       -----------------------
Title: Vice President

WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO

By:    /s/ XXXX X. XXXXXX
       ----------------------
Title: President





               FIRST 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.