WRL SERIES LIFE CORPORATE ACCOUNT, 485BPOS, 1999-11-10

WRL SERIES LIFE CORPORATE ACCOUNT
485BPOS, 1999-11-10

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1999

REGISTRATION NO. 333-57681
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

WRL SERIES LIFE
CORPORATE ACCOUNT
(EXACT NAME OF TRUST)

WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
(NAME OF DEPOSITOR)

570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

COPY TO:

<TABLE>
<S> <C>
THOMAS E. PIERPAN, ESQ. STEPHEN E. ROTH, ESQ.
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO SUTHERLAND ASBILL & BRENNAN LLP
570 CARILLON PARKWAY 1275 PENNSYLVANIA AVENUE, N.W.
ST. PETERSBURG, FLORIDA 33716 WASHINGTON, DC 20004-2415
(NAME AND COMPLETE ADDRESS OF AGENT FOR
SERVICE)
</TABLE>

------------------------

It is proposed that this filing will become effective:

[X] Immediately upon filing pursuant to paragraph (b)

[ ] On (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1).

[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.

SECURITIES BEING OFFERED: Variable Adjustable Life Insurance Policies

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<PAGE> 2

PART I
<PAGE> 3

VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
ISSUED BY

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
AND

WRL SERIES LIFE CORPORATE ACCOUNT

Western Reserve Life Assurance Co. of Ohio ("Western Reserve") is offering
the variable adjustable life insurance policy (the "Policy") described in this
prospectus. Certain Policy provisions may vary based on the state where Western
Reserve issues the Policy. Western Reserve designed the Policy to provide:

(1) insurance protection on the life of the insured person named in
the Policy, and

(2) flexibility regarding premium payments and the amount of life
insurance benefits payable under the Policy.

A purchaser of a Policy ("Owner," "you," or "your") may allocate amounts
under the Policy to one or more of the subaccounts of the WRL Series Life
Corporate Account (the "Separate Account"). Each subaccount invests its assets
in one of the following corresponding mutual fund portfolios (each, a
"Portfolio"):

<TABLE>
<CAPTION>
BT INSURANCE FUNDS TRUST FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS PIMCO VARIABLE INSURANCE TRUST
------------------------ ------------------------------------------ ------------------------------
<S> <C> <C>
Small Cap Index Fund Growth Opportunities Portfolio Short-Term Bond Portfolio
Equity 500 Index Fund Contrafund(R) Portfolio Total Return Bond Portfolio
EAFE(R) Equity Index Fund Growth Portfolio StocksPLUS Growth and Income Portfolio
Balanced Portfolio Mid-Cap Growth Portfolio
High Income Portfolio Small-Cap Value Portfolio
Money Market Portfolio
<CAPTION>
INVESCO VARIABLE INVESTMENT FUNDS, INC.
---------------------------------------
<S> <C> <C>
INVESCO VIF -- Blue Chip Growth Fund
INVESCO VIF -- Dynamics Fund
INVESCO VIF -- Financial Services Fund
INVESCO VIF -- Health Sciences Fund
INVESCO VIF -- Market Neutral Fund
INVESCO VIF -- Small Company Growth Fund
INVESCO VIF -- Technology Fund
INVESCO VIF -- Telecommunications Fund
<CAPTION>
T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE INTERNATIONAL SERIES, INC. JANUS ASPEN SERIES
--------------------------------- ---------------------------------------- ------------------
<S> <C> <C>
T. Rowe Price Equity Income Portfolio T. Rowe International Stock Portfolio Growth Portfolio
T. Rowe Price New America Growth Portfolio Capital Appreciation Portfolio
Worldwide Growth Portfolio
High-Yield Portfolio
</TABLE>

The prospectuses describing the Portfolios accompany this prospectus and
provide information on the investment objectives and risks of investing in the
Portfolios. The Owner bears the entire investment risk for amounts allocated to
a subaccount. The Policy has no guaranteed minimum value.

The Policy provides a life insurance benefit payable after the insured
person's death, and a Cash Value (total of amounts in the subaccounts and
amounts securing Policy loans) that you may obtain by partially withdrawing
amounts from the Policy or by completely surrendering the Policy. The amount of
the life insurance benefit may, and the Cash Value will, vary daily with the
investment results of the subaccounts and any additional premium payments.
However, as long as the Policy remains in force, Western Reserve guarantees that
the life insurance benefit will never be less than the Face Amount of the Policy
through age 100. While you are not required to make additional premium payments
under the Policy, additional premium payments may be necessary to prevent lapse
if there is insufficient Cash Value.

The Policy provides a free-look period whereby you may cancel the Policy
within 20 days after receiving it. Certain states may require a free-look period
longer than 20 days. It may not be to your advantage to replace existing
insurance with this Policy.

CURRENT PROSPECTUSES FOR THE PORTFOLIOS MUST ACCOMPANY OR PRECEDE THIS
PROSPECTUS. PLEASE READ THIS PROSPECTUS AND THE PROSPECTUSES FOR THE PORTFOLIOS
CAREFULLY AND RETAIN BOTH FOR FUTURE REFERENCE. CERTAIN PORTFOLIOS MAY NOT BE
AVAILABLE IN ALL STATES.

INTERESTS IN THE POLICY AND SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR DEPOSITORY
INSTITUTION, AND THE POLICY IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE POLICY INVOLVES INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF PREMIUMS INVESTED.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
POLICY OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated November 10, 1999

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
DEFINITIONS................................................. 4
SUMMARY..................................................... 6
INVESTMENT EXPERIENCE INFORMATION........................... 11
Rates of Return........................................... 11
ILLUSTRATIONS OF CASH VALUE, NET CASH VALUE AND LIFE
INSURANCE BENEFITS........................................ 12
OTHER PERFORMANCE DATA...................................... 16
WESTERN RESERVE AND THE SEPARATE ACCOUNT.................... 16
Western Reserve........................................... 16
The Separate Account...................................... 17
FACTS ABOUT THE POLICY...................................... 20
Availability of the Policy................................ 20
Applying for a Policy..................................... 20
Free-Look Period.......................................... 20
Premiums.................................................. 20
Policy Lapse and Reinstatement............................ 21
Allocation of Net Premiums and Cash Value................. 22
Policy Values............................................. 22
Transfer Privileges....................................... 23
Surrenders and Partial Withdrawals........................ 25
Loans..................................................... 25
Life Insurance Benefits................................... 27
Duration of the Policy.................................... 30
When Insurance Coverage Takes Effect...................... 30
Payment Options........................................... 31
CHARGES AND DEDUCTIONS...................................... 31
Percent of Premium Load................................... 31
Deferred Sales Charge..................................... 32
Monthly Deductions........................................ 32
Administrative Charges.................................... 33
Portfolio Expenses........................................ 34
OTHER POLICY PROVISIONS AND BENEFITS........................ 34
Ownership................................................. 34
Assignment................................................ 34
Western Reserve's Right to Contest the Policy............. 34
Suicide Exclusion......................................... 35
Misstatement of Age or Sex................................ 35
Modification of the Policy................................ 35
Payments by Western Reserve............................... 35
Reports to Owners......................................... 36
Claims of Creditors....................................... 36
Dividends................................................. 36
Supplemental Benefits and/or Riders....................... 36
FEDERAL TAX CONSIDERATIONS.................................. 37
Tax Status of the Policies................................ 37
Tax Treatment of Policy Benefits.......................... 37
</TABLE>

2
<PAGE> 5
<TABLE>
<S> <C>
OTHER INFORMATION ABOUT THE POLICIES AND WESTERN RESERVE.... 39
Sale of the Policies...................................... 39
Voting Privileges......................................... 39
Western Reserve's Directors and Executive Officers........ 40
Additional Information.................................... 41
Experts................................................... 41
Legal Matters............................................. 41
Legal Proceedings......................................... 41
Year 2000 Matters......................................... 41
Financial Statements...................................... 42
</TABLE>

This prospectus does not constitute an offering in any jurisdiction in
which such offering may not lawfully be made. No dealer, salesperson or other
person is authorized to give any information or make any representations in
connection with this offering other than those contained in this prospectus,
and, if given or made, you must not rely on such other information or
representations.

This Policy is not available in the State of New York.

3
<PAGE> 6

DEFINITIONS

Accumulation Unit -- A unit of measurement used to calculate values under
the Policy.

Administrative Office -- Western Reserve's administrative office located at
4333 Edgewood Road NE, Cedar Rapids, Iowa 52499, (610) 439-5253.

Attained Age -- The Insured's age on the Effective Date, plus the number of
complete Policy Years since the Effective Date.

Beneficiary -- The person(s) to whom Western Reserve pays the Life
Insurance Benefit proceeds upon the Insured's death.

Cash Value -- During the free look period, the Cash Value is the amount in
the General Account. After the free look period, the Cash Value is the sum of
the value of the Policy's accumulation units in each Subaccount and the Loan
Account.

Code -- The Internal Revenue Code of 1986, as amended.

Due Proof of Death -- Proof of death satisfactory to Western Reserve. Due
Proof of Death may consist of the following: (1) a certified copy of the death
record; (2) a certified copy of a court decree reciting a finding of death; or
(3) any other proof satisfactory to Western Reserve.

Effective Date -- The date shown in the Policy when insurance coverage is
effective and monthly deductions commence under the Policy. Western Reserve uses
the Effective Date to determine Policy Months, Policy Years, and Policy
Anniversaries. If the Effective Date would fall on the 29th, 30th or 31st day of
any month, the Effective Date will be the 28th day of the month.

Face Amount -- A dollar amount the Owner selects that is shown in the
Policy and used to determine the Life Insurance Benefit.

General Account -- Western Reserve's assets other than those allocated to
the Separate Account or any other separate account Western Reserve establishes.

Indebtedness -- The Loan Amount plus any accrued loan interest.

Insured -- The person whose life is insured by the Policy.

Issue Age -- The Insured's age on the Effective Date.

Lapse -- Termination of the Policy at the expiration of the Late Period
while the Insured is still living.

Late Period -- A 62-day period during which an Owner may make premium
payments to cover the overdue (and other specified) monthly deductions and
thereby prevent the Policy from lapsing.

Life Insurance Benefit -- The amount payable to the Beneficiary under a
Life Insurance Benefit Option before adjustments if the Insured dies while the
Policy is in force.

Life Insurance Benefit Option -- One of three options that an Owner may
select for the computation of the Life Insurance Benefit Proceeds.

Life Insurance Benefit Proceeds -- The total amount payable to the
Beneficiary if the Insured dies while the Policy is in force. The Life Insurance
Benefit Proceeds include reductions for any outstanding Indebtedness and any due
and unpaid charges.

Loan Account -- A portion of the General Account to which Western Reserve
transfers Cash Value to provide collateral for any loan taken under the Policy.

Loan Account Value -- The Cash Value in the Loan Account.

Loan Amount -- The Loan Amount on the last Policy Anniversary plus any new
loans minus any loan repayments. On each Policy Anniversary, Western Reserve
adds unpaid loan interest to the Loan Amount.

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<PAGE> 7

Monthly Deduction Day -- The same date in each succeeding month as the
Effective Date. Whenever the Monthly Deduction Day falls on a date other than a
Valuation Day, Western Reserve will deem the Monthly Deduction Day to be the
next Valuation Day.

Net Cash Value -- The amount payable on surrender of the Policy. It is
equal to the Cash Value as of the date of surrender minus any outstanding Policy
loan and any loan interest due, plus refund of premium load at surrender, if
applicable.

Net Premium -- The portion of any premium available for allocation to the
Subaccounts equal to the premium paid less the applicable percent of premium
load.

1940 Act -- The Investment Company Act of 1940, as amended.

NYSE -- New York Stock Exchange.

Owner -- The owner of the Policy, as shown in Western Reserve's records.
All of the rights and benefits of the Policy belong to the Owner, unless
otherwise stated in the Policy.

Planned Premium -- The premium the Owner selects as a level amount that he
or she plans to pay on a quarterly, semi-annual or annual basis over the life of
the Policy.

Policy Anniversary -- The same date in each Policy Year as the Effective
Date.

Policy Month -- A one-month period beginning on the Monthly Deduction Day.

Policy Year -- A twelve-month period beginning on the Effective Date or on
a Policy Anniversary.

Portfolio(s) -- A series of a mutual fund in which a corresponding
Subaccount invests its assets.

SEC -- U.S. Securities and Exchange Commission.

Separate Account -- WRL Series Life Corporate Account, a separate
investment account Western Reserve established to receive and invest Net
Premiums allocated under the Policy.

Settlement Option -- The manner in which an Owner or Beneficiary elects to
receive the amount of any surrender or partial withdrawal or the Life Insurance
Benefit Proceeds.

Subaccount -- A subdivision of the Separate Account, whose assets are
invested in a corresponding Portfolio.

Subaccount Value -- The Cash Value in a Subaccount.

Target Premium -- An amount of premium used to determine the percent of
premium load. It is equal to the seven-pay limit defined in Section 7702(A) of
the Code.

Valuation Day -- For each Subaccount, each day on which the New York Stock
Exchange is open for business except for days that a Subaccount's corresponding
Portfolio does not value its shares. Currently, there are no days when the New
York Stock Exchange is open for business and a Portfolio does not value its
shares.

Valuation Period -- The period that starts at the close of regular trading
on the New York Stock Exchange on any Valuation Day and ends at the close of
regular trading on the next succeeding Valuation Day.

5
<PAGE> 8

SUMMARY

The following summary of prospectus information provides a brief overview
of the more significant aspects of the Policy. You should read this summary in
conjunction with the detailed information appearing elsewhere in this
prospectus.

Under Western Reserve's current rules, Western Reserve will offer the
Policy to corporations and partnerships that meet the following conditions at
issue:

- a minimum of five (5) Policies are issued, each on the life of a
different Insured; or

- the aggregate annualized first-year planned periodic premium for all
Policies is at least $100,000.

1. WHAT IS THE POLICY'S OBJECTIVE?

The Policy's provides for:

- the payment of a minimum Life Insurance Benefit to a Beneficiary
upon the Insured's death;

- the accumulation of Cash Value; and

- surrender rights and Policy loan privileges.

The Policy allows Owners to allocate Net Premiums to one or more
Subaccounts of the Separate Account. Each Subaccount invests in a designated
Portfolio. Western Reserve does not guarantee the amount and/or duration of the
life insurance coverage and the Cash Value of the Policy, both of which may
increase or decrease depending upon the investment experience of the
Subaccounts. Accordingly, the Owner bears the investment risk of any
depreciation in value of the underlying assets of the Separate Account but reaps
the benefits of any appreciation in value. (See Allocation of Net Premiums and
Cash Value -- Allocation of Net Premiums, p. 21.)

2. WHAT LIFE INSURANCE BENEFIT OPTIONS ARE AVAILABLE UNDER THE POLICY?

The Policy provides the payment of benefits upon the death of the Insured.
The Policy contains three Life Insurance Benefit (also known as death benefit)
options.

- Under Life Insurance Benefit Option 1, the Life Insurance Benefit is
the greater of the Face Amount of the Policy, or a specified
percentage multiplied by the Cash Value of the Policy on the date of
death of the Insured.

- Under Life Insurance Benefit Option 2, the Life Insurance Benefit is
the greater of the Face Amount of the Policy plus the Cash Value of
the Policy on the date of death of the Insured, or a specified
percentage multiplied by the Cash Value of the Policy on the date of
death of the Insured.

- Under Life Insurance Benefit Option 3, the Life Insurance Benefit is
the greater of the Face Amount of the Policy plus the cumulative
premiums paid less cumulative partial withdrawals, or a specified
percentage multiplied by the Cash Value of the Policy on the date of
death of the Insured.

Western Reserve may pay benefits under the Policy in a lump sum or under
one of the settlement options set forth in the Policy. (See Payment Options, p.
31.)

Certain optional insurance benefits are available under the Policy. Western
Reserve will deduct the cost of these optional insurance benefits from Cash
Value as part of the monthly deduction. (See Charges and Deductions -- Monthly
Deductions, p. 32.)

3. HOW MAY THE AMOUNT OF THE LIFE INSURANCE BENEFIT AND CASH VALUE VARY?

Under any Life Insurance Benefit Option, as long as the Policy remains in
force, the Life Insurance Benefit will not be less than the current Face Amount
of the Policy. The Life Insurance Benefit may, however,

6
<PAGE> 9

exceed the Face Amount under certain circumstances. The amount by which the Life
Insurance Benefit exceeds the Face Amount depends upon the option chosen and the
Cash Value of the Policy. The amount of Life Insurance Benefit Proceeds will
reflect reductions for any outstanding Indebtedness and any due and unpaid
charges, and additions for any additional insurance benefits added by rider.
(See Facts About the Policy -- Life Insurance Benefits, p. 26.)

The Policy's Cash Value will reflect the amount and frequency of premium
payments, the investment experience of the chosen Subaccounts, any partial
withdrawals, and any charges imposed in connection with the Policy. The Owner
bears the entire investment risk for amounts allocated to the Separate Account.
Western Reserve does not guarantee a minimum Cash Value. (See Facts About the
Policy -- Policy Values, p. 22.)

4. MAY AN OWNER ADJUST THE AMOUNT OF THE LIFE INSURANCE BENEFIT?

The Owner has significant flexibility to adjust the Life Insurance Benefit
payable by changing the Life Insurance Benefit Option type, and by increasing or
decreasing the Face Amount of the Policy or adding riders to increase the total
Life Insurance Benefit payable. You may not change the Life Insurance Benefit
Option type during the first Policy Year. (See Life Insurance
Benefits -- Changing the Life Insurance Benefit Option, p. 29.) Owners also may
not change the Face Amount during the first Policy Year. Any increase in the
Face Amount will require additional evidence of insurability satisfactory to
Western Reserve, and will result in additional charges. (See Facts About the
Policy -- Life Insurance Benefits, p. 26; and Monthly Deductions -- Cost of
Insurance, p. 32.)

5. WHAT FLEXIBILITY DOES AN OWNER HAVE REGARDING PREMIUMS?

An Owner has considerable flexibility concerning the amount and frequency
of premiums. Western Reserve will require the Owner to pay an initial premium
before insurance coverage is in force. Thereafter, an Owner may, subject to
certain restrictions, make premium payments in any amount and at any frequency.
(See Premiums, p. 20.)

Each Owner will determine a schedule for premium payments ("Planned
Periodic Premium"). The schedule will provide a premium payment of a level
amount at a fixed interval over a specified period of time. Your Policy will
prescribe the amount and frequency of Planned Periodic Premiums and you may
change them upon written request. (See Premiums, p. 20.)

Failing to pay Planned Periodic Premiums will not itself cause the Policy
to lapse, and paying Planned Periodic Premiums will not guarantee that the
Policy remains in force. Additional premiums may be necessary to prevent lapse
if the Net Cash Value is insufficient to pay certain monthly charges, and a Late
Period expires without the Owner making a sufficient payment. (See Policy Lapse
and Reinstatement -- Lapse, p. 21.)

6. WHEN WILL THE POLICY LAPSE?

The Policy will Lapse when Net Cash Value is insufficient to pay the
monthly deduction, and a Late Period expires without the Owner making a
sufficient payment. (See Charges and Deductions -- Monthly Deductions, p. 32;
and Policy Lapse and Reinstatement, p. 21.) Such a Lapse could happen if the
investment experience has been sufficiently unfavorable and results in a
decrease in the Net Cash Value, or the Net Cash Value has decreased because the
Owner did not pay enough premiums to offset the monthly charges.

7. HOW ARE NET PREMIUMS ALLOCATED?

The portion of the premium available for allocation ("Net Premium") equals
the premium paid less the applicable percent of premium load. (See Charges and
Deductions -- Percent of Premium Load, p. 31.) The Owner initially determines
the allocation of the Net Premium among the Subaccounts of the Separate Account,
each of which invests in shares of a designated Portfolio. Each Portfolio has a
different investment objective. (See Investments of the Separate Account, p.
17.)

Until the end of the free-look period, Western Reserve will allocate all
premiums to the General Account, notwithstanding the allocation instructions in
the application. (See Free-Look Period, p. 20.) You may change

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<PAGE> 10

the allocation of future Net Premiums without charge at any time by providing
Western Reserve with written notification from the Owner, or by calling the
Administrative Office at (610) 439-5253.

An Owner may transfer Cash Value among the Subaccounts, subject to certain
restrictions. The transfer will be effective on the first Valuation Date on or
following the day the Administrative Office receives appropriate notice of such
transfer, based on the price next determined following receipt of the notice.
(See Transfer Privileges, p. 23.)

8. IS THERE A "FREE-LOOK" PERIOD?

The Policy provides a free-look period whereby the Owner may cancel the
Policy within 20 days after receiving it. Certain states require a free-look
period longer than 20 days, either for all Owners or for certain classes of
Owners. In most states, Western Reserve will refund the greater of the Policy's
Cash Value as of the date the Policy is returned or the amount of premiums paid,
less any partial withdrawals. (See Free-Look Period, p. 20.) Under ordinary
circumstances, the refunded amount will be the premiums paid less partial
withdrawals.

9. MAY THE POLICY BE SURRENDERED?

The Owner may totally surrender the Policy at any time and receive the Net
Cash Value of the Policy. If the Owner surrenders the Policy during the first
three Policy Years, Western Reserve will refund a portion of the Percent of
Premium Load charged in that Policy Year. (See Charges and Deductions -- Percent
of Premium Load, p. 31.)

Subject to certain limitations, the Owner may also make partial withdrawals
from the Policy at any time after the first Policy Year. (See Surrenders and
Partial Withdrawals, p. 24.) If Life Insurance Benefit Option 1 is in effect,
partial withdrawals will reduce the Policy's Face Amount by the amount of the
partial withdrawal. If Life Insurance Benefit Option 3 is in effect and total
partial withdrawals are greater than the sum of the premiums, the Face Amount is
reduced by the amount of the partial withdrawals minus the sum of the premiums;
otherwise the Face Amount is not reduced.

10. WHAT IS THE LOAN PRIVILEGE?

After the first Policy Anniversary, an Owner may obtain a Policy loan in
any amount (minimum $500) which is not greater than 90% of the Cash Value less
any already outstanding loan. Western Reserve retains the right to permit a
Policy loan prior to the first Policy Anniversary for certain Policies. A loan
taken from, or secured by, a Policy may be treated as a taxable distribution,
and also may be subject to a penalty tax. (See Federal Tax Considerations, p.
37.)

The guaranteed annual interest rate on a Policy loan is 6.0% and is due on
each Policy Anniversary for the prior Policy Year and on the date the loan is
repaid. The current annual interest rate on a Policy loan is 4.25% in Policy
Years 1-15, 4.15% in Policy Years 16-30, and 4.10% for Policy Years 31+. (See
Loans -- Interest Rate Charged, page 25.) Western Reserve will transfer the
requested amount of a loan, plus interest for one year in advance, from the
Subaccounts to the Loan Account and credit this amount at the end of each Policy
Year with interest at a rate of 4% per year. Upon repayment of a loan, Western
Reserve will transfer amounts in the Loan Account in excess of the outstanding
value of the loan to the Subaccounts in the same manner as Net Premium
allocations.

There are risks involved in taking a Policy loan, a few of which include
the potential for a Policy to lapse if projected earnings, taking into account
any outstanding loans, are not achieved, as well as adverse tax consequences
which occur if a Policy lapses with loans outstanding. (See Federal Tax
Considerations -- Tax Treatment of Policy Benefits, p. 37.)

11. WHAT CHARGES AND DEDUCTIONS ARE ASSESSED UNDER THE POLICY?

Western Reserve assesses certain charges and deductions under the Policy to
compensate for services and benefits provided, costs and expenses incurred, and
risks assumed by Western Reserve in connection with the

8
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Policies. Some charges are assessed as percentages of Cash Value or premium
payments, and others are assessed as a flat dollar amount. The charges and
deductions under the Policy include the following:

PERCENT OF PREMIUM LOAD. During the first Policy Year, Western Reserve
deducts 11.5% of each premium received up to the Target Premium, and 3.0% of
each premium received in excess of the Target Premium. During Policy Years 2-7,
Western Reserve deducts 11.5% of each premium received up to the Target Premium,
and 7.5% of each premium received in excess of the Target Premium. In Policy
Years 8+, Western Reserve deducts 4.5% of all premiums received. Under most
circumstances, the Target Premium is the maximum premium an Owner can pay in a
Policy Year without the Policy becoming a Modified Endowment Contract. Premiums
paid in excess of the Target Premium may have adverse tax consequences. (See
Federal Tax Considerations -- Tax Treatment of Policy Benefits, p. 37.) If the
Owner surrenders the Policy during the first three Policy Years, Western Reserve
will refund a portion of the Percent of Premium Load charged in that Policy
Year. (See Charges and Deductions -- Percent of Premium Load, p. 31.)

DEFERRED SALES CHARGE. On each Policy Anniversary during Policy Years 2-7,
Western Reserve deducts a deferred sales charge equal to 1.5% of premiums paid
up to the Target Premium during the first Policy Year. Western Reserve will also
deduct 1% of the amount of any decrease in excess premium (not including Section
1035 monies) received in Policy Years 2-7 from the excess premium received in
the first Policy Year.

MONTHLY DEDUCTION. Each month, Western Reserve makes a Monthly Deduction
from the Cash Value to cover the cost of administering the Policies (Monthly
Policy Charge), the cost of providing insurance protection under the Policy
(i.e., the cost of insurance charge) including any insurance benefits provided
by rider, and the mortality and expense risk charge.

MONTHLY POLICY CHARGE. Western Reserve deducts a monthly charge equal to
$16.50 in the first Policy Year, and $4.00 (current, $10 maximum) in subsequent
Policy Years to compensate Western Reserve for the cost of administering the
Policies.

MORTALITY AND EXPENSE RISK CHARGE. On each Monthly Deduction Day, Western
Reserve currently deducts a mortality and expense risk charge equal to an annual
rate of 0.25% of the Cash Value in the Subaccounts in Policy Years 1-15, and
0.15% of the Cash Value in the Subaccounts in Policy Years 16-30, and 0.10% of
the Cash Value in the Subaccounts in subsequent Policy Years. The maximum annual
rate of this charge in any Policy Year is 0.90% of the Cash Value in the
Subaccounts.

TRANSFER CHARGE. Western Reserve reserves the right to apply a $25
transfer charge for each transfer after the first 12 transfers in any Policy
Year.

PARTIAL WITHDRAWAL CHARGE. Western Reserve deducts a charge equal to the
lesser of $25 or 2% of the amount requested to cover administrative expenses
associated with each partial withdrawal.

PORTFOLIO EXPENSES. The Portfolios incur investment advisory fees and
other expenses that are reflected as an annual rate of the average daily net
assets of each Portfolio. The levels of the fees and expenses for the year ended
December 31, 1998 vary among the Portfolios and are described below and in the
prospectuses for the Portfolios:

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<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER TOTAL ANNUAL
(AFTER WAIVER EXPENSES (AFTER WAIVER EXPENSES (AFTER WAIVER
PORTFOLIO OR REIMBURSEMENT) OR REIMBURSEMENT) OR REIMBURSEMENT)
--------- ----------------- ---------------------- ----------------------
<S> <C> <C> <C>
PIMCO Total Return Bond(3)....... 0.40% 0.25% 0.65%
PIMCO StocksPLUS Growth and
Income(3)...................... 0.40% 0.25% 0.65%
PIMCO Mid-Cap Growth(3).......... 0.60% 0.25% 0.85%
PIMCO Small-Cap Value(3)......... 0.70% 0.25% 0.95%
T. Rowe Price Mid-Cap Growth(5).. 0.85% 0.00% 0.85%
T. Rowe Price Equity Income(5)... 0.85% 0.00% 0.85%
T. Rowe Price New America
Growth(5)...................... 0.85% 0.00% 0.85%
T. Rowe Price International
Stock(5)....................... 1.05% 0.00% 1.05%
Janus Aspen Series Growth(4)..... 0.65% 0.03% 0.68%
Janus Aspen Series Capital
Appreciation(4)................ 0.70% 0.22% 0.92%
Janus Aspen Series Worldwide
Growth(4)...................... 0.65% 0.07% 0.72%
Janus Aspen Series High
Yield(4)....................... 0.00% 1.00% 1.00%
INVESCO VIF -- Blue Chip
Growth(6)(7)(8)................ 0.85% 0.72% 1.57%
INVESCO VIF --
Dynamics(6)(7)(8).............. 0.60% 0.85% 1.45%
INVESCO VIF -- Financial
Services(9).................... 0.75% 0.59% 1.34%
INVESCO VIF -- Health
Sciences(6)(7)(8).............. 0.75% 0.52% 1.27%
INVESCO VIF -- Market
Neutral(9)..................... 0.75% 0.59% 1.34%
INVESCO VIF -- Small Company
Growth(6)(7)(8)................ 0.75% 1.12% 1.87%
INVESCO VIF --
Technology(6)(7)(8)............ 0.75% 0.65% 1.40%
INVESCO VIF --
Telecommunications(9).......... 0.75% 0.59% 1.34%
</TABLE>

- ---------------
(1) For the year ended December 31, 1998, the investment adviser voluntarily
agreed to waive a portion of its management fee with respect to each
Portfolio so that each Portfolio's total annual expenses would not exceed
the amounts shown in the table. Without such waiver, each Portfolio's total
annual expenses would have been equal to the following: Small Cap
Index -- 1.58%; Equity 500 Index -- 1.19%; and EAFE(R) Equity
Index -- 1.66%.

(2) A portion of the brokerage commissions that certain Portfolios paid was used
to reduce each of these Portfolio's expenses. In addition, certain
Portfolio's entered into arrangements with their custodian whereby credits
realized as a result of uninvested cash balances were used to reduce
custodian expenses. Without these reductions, the total annual expenses
would have been equal to the following: Growth Opportunities -- 0.71%,
Contrafund(R) -- 0.70%, Growth -- 0.68%, Balanced -- 0.59%.

(3) PIMCO has agreed to reduce its administrative fee, subject to potential
reimbursement, to the extent that total Portfolio operating expenses would
exceed, due to organizational expenses and the payment by the Portfolio of
its pro rata portion of the Trustees' fees, the fees listed above. Absent
this agreement, the total annual expenses would have been equal to the
following: Short-Term Bond -- 0.62%, Total Return Bond -- 0.75%, StocksPLUS
Growth and Income -- 0.72%, Mid-Cap Growth -- 0.87%, Small-Cap
Value -- 0.97%. Other Expenses are based on estimates for the current fiscal
year for Short-Term Bond, Mid-Cap Growth and Small-Cap Value.

10
<PAGE> 13

(4) Janus' expenses are stated with contractual waivers and fee reductions by
Janus Capital. Fee reductions for Growth, Capital Appreciation and Worldwide
Growth Portfolios reduce the Management Fee to the level of the
corresponding Janus retail fund. Other waivers are first applied against the
Management Fee and then against Other Expenses. Janus Capital has agreed to
continue the waivers and fee reductions until at least the next annual
renewal of the advisory agreement. Absent this agreement, the total annual
expenses would have been equal to the following: Growth -- 0.75%, Capital
Appreciation -- 0.97%, Worldwide Growth -- 0.74%, High-Yield -- 2.11%.

(5) Management fee includes operating expenses.

(6) Certain expenses of the Fund are being absorbed voluntarily by the
investment adviser pursuant to a commitment to the Fund. Absent such
absorption, VIF -- Blue Chip Growth's Other Expenses and Total Annual
Expenses would have been 11.44% and 12.29%, respectively; VIF -- Dynamics'
Other Expenses and Total Annual Expenses would have been 14.41% and 15.01%,
respectively; VIF -- Health Sciences' Other Expenses and Total Annual
Expenses would have been 3.57% and 4.32%, respectively; VIF -- Small Company
Growth's Other Expenses and Total Annual Expenses would have been 11.92% and
12.67%, respectively; and VIF -- Technology Fund's Other Expenses and Total
Annual Expenses would have been 5.85% and 6.60%, respectively. This
commitment may be changed at any time following consultation with the Fund's
board of directors.

(7) The Fund's actual Total Annual Expenses were lower than the figures shown,
because its custodian fees were reduced under expense offset arrangements.

(8) The expense information presented in the table has been restated to reflect
a change in the administrative fee.

(9) Based on estimated expenses for the current fiscal year which may be more or
less than actual expenses. Actual expenses are not provided because the Fund
did not begin a public offering of its shares until August 31, 1999 (October
8, 1999 for VIF -- Market Neutral). If necessary, certain Fund expenses will
be absorbed by the investment adviser for at least the first fiscal year of
the Fund's operations in order to ensure that expenses for the Fund will not
exceed 1.25% of the Fund's average net assets pursuant to an agreement
between the Fund and the investment adviser. After absorption,
VIF -- Financial Services, VIF -- Market Neutral, and
VIF -- Telecommunications' Other Expenses and Total Annual Expenses for the
fiscal year ending December 31, 1999, are estimated to be 0.50% and 1.25%,
respectively, of each Fund's average net assets.

12. ARE TRANSFERS PERMITTED AMONG THE SUBACCOUNTS?

An Owner may transfer Cash Value among the Subaccounts of the Separate
Account. Each Policy Year, you may make 12 Cash Value transfers without
incurring any charge. Each additional transfer in a Policy Year may be subject
to a transfer charge of $25. Western Reserve may at any time revoke or modify
the transfer privilege. (See Transfer Privileges, p. 23.)

13. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING A POLICY?

Western Reserve intends for the Policy to satisfy the definition of a life
insurance contract under Section 7702 of the Code. Under certain circumstances,
a Policy may be treated as a "modified endowment contract" depending upon the
amount of premiums paid in relation to the Life Insurance Benefit. (See Tax
Treatment of Policy Benefits -- Modified Endowment Contracts, p. 38.) If the
Policy is a modified endowment contract, then all pre-death distributions,
including Policy loans and loans secured by a Policy, will be treated first as a
distribution of taxable income to the extent of any gain and then as a return of
basis or investment in the contract. In addition, any distributions of gains
generally will be subject to a 10% penalty tax.

If the Policy is not a modified endowment contract, distributions generally
will be treated first as a return of basis or investment in the Policy and then
as disbursing taxable income. Moreover, Policy loans and loans secured by a
Policy will generally not be treated as distributions but there is uncertainty
as to the tax treatment of loans from the Policy after the first Policy Year.
Finally, neither distributions nor loans from a Policy that is

11
<PAGE> 14

not a modified endowment contract are subject to the 10% penalty tax. For
further elaboration on the tax consequences of a Policy, see Federal Tax
Considerations, p. 37.

In recent years, Congress has adopted new rules relating to life insurance
owned by businesses. Any business contemplating the purchase of a new life
insurance contract or a change in an existing life insurance contract should
consult a tax adviser. You should consult a tax adviser with respect to
legislative developments and their effect on the Policy. (See Federal Tax
Considerations, p. 37.)

INVESTMENT EXPERIENCE INFORMATION

The information provided in this section shows the historical investment
experience of the Portfolios and hypothetical illustrations of the Policy based
on the historical investment experience of the Portfolios. It does not represent
or project future investment performance.

The Policies became available for sale and the Separate Account began
operations in December of 1998. The Portfolios' dates of inception are indicated
in the table below. The rates of return shown below depict the actual investment
experience of each Portfolio for the periods shown. The actual rate of return in
each calendar year was assumed to be uniformly earned throughout that year. The
actual performance of the Portfolios has and will vary throughout the year.

Rates of Return

The rates of return shown below are based on the Portfolios' actual
investment performance, after the deduction of investment advisory fees and
other expenses of the Portfolios. The rates are average annual compounded rates
of return for the periods ended on December 31, 1998.

These rates of return do not reflect the percent of premium load, deferred
sales loads, or monthly deductions from Cash Value. Accordingly, these rates of
return do not illustrate how actual investment performance will affect benefits
under the Policies. Moreover, these rates of return are not an estimate,
projection or guarantee of future performance.

12
<PAGE> 15

AVERAGE ANNUAL COMPOUNDED RATES OF RETURN FOR THE PERIODS ENDED DECEMBER 31,
1998

<TABLE>
<CAPTION>
10 YEARS OR
SINCE
PORTFOLIO (DATE OF INCEPTION) 1 YEAR 5 YEARS INCEPTION*
----------------------------- ------ ------- ---------------
<S> <C> <C> <C>
BT Small Cap Index (8/25/97)........................... (2.18)% N/A 2.07%
BT Equity 500 Index (10/1/97).......................... 28.71% N/A 24.25%
BT EAFE(R) Equity Index (10/1/97)...................... 21.60% N/A 9.82%
Fidelity VIP Growth Opportunities (1/3/95)............. 24.61% N/A 26.26%*
Fidelity VIP Contrafund(R) (1/3/95).................... 29.98% N/A 28.62%*
Fidelity VIP Growth (10/9/86).......................... 39.49% 21.74% 19.41%
Fidelity VIP Balanced (1/3/95)......................... 17.64% N/A 15.86%*
Fidelity VIP High Income (9/19/85)..................... (4.33)% 8.80% 11.08%
Fidelity VIP Money Market (4/1/82)..................... 5.46% 5.30% 5.67%
PIMCO Short-Term Bond**................................ N/A N/A N/A
PIMCO Total Return Bond (12/31/97)..................... 8.61% N/A N/A
PIMCO StocksPLUS Growth and Income (12/31/97).......... 30.11% N/A N/A
PIMCO Mid-Cap Growth**................................. N/A N/A N/A
PIMCO Small-Cap Value**................................ N/A N/A N/A
T. Rowe Price Mid-Cap Growth (12/31/96)................ 22.08% N/A 20.43%*
T. Rowe Price Equity Income (3/31/94).................. 9.07% N/A 20.49%*
T. Rowe Price New America Growth (3/31/94)............. 18.51% N/A 22.56%*
T. Rowe Price International Stock (3/31/94)............ 15.86% N/A 9.66%*
Janus Aspen Series Growth (9/13/93).................... 35.66% 21.41% 20.91%*
Janus Aspen Series Capital Appreciation (5/1/97)....... 58.11% N/A 51.65%*
Janus Aspen Series Worldwide Growth (9/13/93).......... 28.92% 21.32% 24.06%*
Janus Aspen Series High Yield (5/1/96)................. 1.26% N/A 10.97%*
INVESCO VIF -- Blue Chip Growth (8/25/97).............. 38.99% N/A 33.98%*
INVESCO VIF -- Dynamics (8/25/97)...................... 19.35% N/A 16.81%*
INVESCO VIF -- Financial Services**.................... N/A N/A N/A
INVESCO VIF -- Health Sciences (5/22/97)............... 42.85% N/A 32.62%*
INVESCO VIF -- Market Neutral**........................ N/A N/A N/A
INVESCO VIF -- Small Company Growth(8/25/97)........... 16.38% N/A 11.11%*
INVESCO VIF -- Technology (5/21/97).................... 25.69% N/A 25.46%*
INVESCO VIF -- Telecommunications**.................... N/A N/A N/A
</TABLE>

- ---------------
** Inception date for these Portfolios was after 12/31/98.

Additional information regarding the Portfolios' investment performance
appears in the prospectuses for the Portfolios.

ILLUSTRATIONS OF CASH VALUE, NET CASH VALUE AND LIFE INSURANCE BENEFITS

The following illustrations have been prepared to show how certain values
under a hypothetical Policy would change with varying levels of assumed
investment performance over an extended period of time. In particular, the
illustrations show how the Cash Value, Net Cash Value and Life Insurance Benefit
under a Policy with Life Insurance Benefit Option 3 covering an Insured of the
male sex, non-tobacco and Age 35 on the Effective Date, would vary over time if
premiums were paid annually and the return on the assets in the Portfolios were
a uniform gross annual rate (before any expenses) of 0%, 6% or 12%. THE
HYPOTHETICAL INVESTMENT RATES OF RETURN ARE FOR PURPOSES OF ILLUSTRATION ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. Actual rates of return for a particular Policy may be more or less than
the hypothetical investment rates of return and will depend on a number of
factors including the investment allocations made by an Owner, prevailing rates
and rates of inflation. Also, values would be different from those shown if the
gross annual investment returns averaged 0%, 6%, and 12% over a period of years
but fluctuated above and below those averages for individual Policy Years.

The illustrations assume that the assets in the Portfolios are subject to
an annual expense ratio of 0.907% of the average daily net assets. This annual
expense ratio is based on the average of the expense ratios of each of the
Portfolios for the last fiscal year and take into account current expense
reimbursement arrangements.

13
<PAGE> 16

(Such reimbursement arrangements were in effect during the last fiscal year.)
For information on Portfolio expenses, see the prospectuses for the Portfolios.

The illustrations also reflect the application of the percent of premium
load, the monthly Policy charge, the deduction of the deferred sales load, and
the monthly deduction from Cash Value for the hypothetical Insured. Western
Reserve's current cost of insurance charge, mortality and expense risk charges,
and monthly Policy charge and the higher guaranteed maximum cost of insurance,
mortality and expense risk and monthly Policy charges Western Reserve has the
contractual right to charge are reflected in separate illustrations on each of
the following pages. All the illustrations reflect the fact that no other
charges for Federal or state income taxes are currently made against the
Separate Account and assume no Loan Account Value or charges for supplemental
benefits.

After deduction of Portfolio expenses, the illustrated gross annual
investment rates of return of 0%, 6% and 12% would correspond to approximate net
annual rates for the Separate Account of -0.907%, 5.093% and 11.093%,
respectively. Net annual rates of return for the Separate Account are not equal
to net annual rates of return for the Policy because the Separate Account rates
do not reflect all charges to the Policy.

The illustrations are based on Western Reserve's sex distinct rates for
non-tobacco users. Upon request, Western Reserve will furnish a comparable
illustration based upon the proposed Insured's individual circumstances. Such
illustrations may assume different hypothetical rates of return than those
illustrated in the following illustrations.

14
<PAGE> 17

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 35

<TABLE>
<S> <C> <C>
Face Amount: $250,000 Guaranteed Issue Class
Annual Premium: $10,320 Life Insurance Benefit Option III
</TABLE>

USING CURRENT COST OF INSURANCE RATES, M&E RISK CHARGES, AND MONTHLY POLICY
CHARGES

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIFE INSURANCE BENEFIT
---------------------------------------------
ASSUMING HYPOTHETICAL GROSS AND NET
ANNUAL INVESTMENT RETURN OF
END OF PREMIUMS ---------------------------------------------
POLICY ACCUMULATED 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR AT 5% -.907% (NET) 5.093% (NET) 11.093% (NET)
------ ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
1.................... 10,836 260,320 260,320 260,320
2.................... 22,214 270,640 270,640 270,640
3.................... 34,160 280,960 280,960 280,960
4.................... 46,705 291,280 291,280 291,280
5.................... 59,876 301,600 301,600 301,600
6.................... 73,706 311,920 311,920 311,920
7.................... 88,227 322,240 322,240 322,240
8.................... 103,474 332,560 332,560 357,987
9.................... 119,484 342,880 342,880 415,575
10................... 136,294 353,200 353,200 477,133
15................... 233,825 404,800 503,425 837,873
20................... 358,303 456,400 665,318 1,338,906
30................... 719,931 559,600 989,614 3,030,183
40................... 1,308,986 662,800 1,371,543 6,655,544
50................... 2,268,495 766,000 1,871,888 14,812,002
60................... 3,831,433 lapse 2,577,479 33,915,505
</TABLE>

<TABLE>
<CAPTION>
CASH VALUE NET CASH VALUE
--------------------------------------------- ---------------------------------------------
ASSUMING HYPOTHETICAL GROSS AND NET ASSUMING HYPOTHETICAL GROSS AND NET
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF --------------------------------------------- ---------------------------------------------
POLICY 0% (GROSS) 6% (GROSS) 12% (GROSS) 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR -.907% (NET) 5.093% (NET) 11.093% (NET) -.907% (NET) 5.093% (NET) 11.093% (NET)
------ ------------ ------------ ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
1.................... 8,750 9,205 9,741 9,369 9,825 10,360
2.................... 17,457 18,831 20,506 18,076 19,450 21,125
3.................... 26,094 28,874 32,388 26,713 29,493 33,007
4.................... 34,680 39,374 45,530 34,680 39,374 45,530
5.................... 43,221 50,362 60,076 43,221 50,362 60,076
6.................... 51,723 61,865 76,185 51,723 61,865 76,185
7.................... 60,177 73,904 94,023 60,177 73,904 94,023
8.................... 69,458 87,422 114,739 69,458 87,422 114,739
9.................... 78,670 101,557 137,607 78,670 101,557 137,607
10................... 87,813 116,341 162,844 87,813 116,341 162,844
15................... 132,367 200,568 333,814 132,367 200,568 333,814
20................... 175,078 305,192 614,177 175,078 305,192 614,177
30................... 248,371 589,056 1,803,680 248,371 589,056 1,803,680
40................... 279,765 1,001,126 4,858,061 279,765 1,001,126 4,858,061
50................... 150,621 1,573,015 12,447,061 150,621 1,573,015 12,447,061
60................... lapse 2,364,660 31,115,142 lapse 2,364,660 31,115,142
</TABLE>

- ---------------
The hypothetical rates of return shown above are illustrative only and should
not be deemed a representation of past or future investment rates of return.
Actual rates of return may be more or less than those shown and will depend on a
number of factors, including the investment allocations made by an Owner and the
actual investment experience of the Portfolios. The Cash Value, Net Cash Value
and Life Insurance Benefit for a Policy would be different from those shown if
the actual rates of return averaged 0.00%, 6.00%, and 12.00% over a period of
years, but also fluctuated above or below those averages for individual Policy
Years. No representations can be made that these hypothetical rates of return
can be achieved for any one year or sustained over any period of time.

15
<PAGE> 18

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE 35

<TABLE>
<S> <C> <C>
Face Amount: $250,000 Guaranteed Issue Class
Annual Premium: $10,320 Life Insurance Benefit Option III
</TABLE>

USING GUARANTEED COST OF INSURANCE RATES, M&E RISK CHARGES, AND MONTHLY POLICY
CHARGES

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIFE INSURANCE BENEFIT
---------------------------------------------
ASSUMING HYPOTHETICAL GROSS AND
NET ANNUAL INVESTMENT RETURN OF
END OF PREMIUMS ---------------------------------------------
POLICY ACCUMULATED 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR AT 5% -.907% (NET) 5.093% (NET) 11.093% (NET)
- ------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
1.................... 10,836 260,320 260,320 260,320
2.................... 22,214 270,640 270,640 270,640
3.................... 34,160 280,960 280,960 280,960
4.................... 46,705 291,280 291,280 291,280
5.................... 59,876 301,600 301,600 301,600
6.................... 73,706 311,920 311,920 311,920
7.................... 88,227 322,240 322,240 322,240
8.................... 103,474 332,560 332,560 332,560
9.................... 119,484 342,880 342,880 378,312
10................... 136,294 353,200 353,200 431,878
15................... 233,825 404,800 442,277 731,443
20................... 358,303 456,400 561,995 1,111,471
30................... 719,931 559,600 753,565 2,208,259
40................... 1,308,986 662,800 908,694 4,084,178
50................... 2,268,495 lapse 1,044,010 7,366,041
60................... 3,831,433 lapse 1,195,673 13,456,658
</TABLE>

<TABLE>
<CAPTION>
CASH VALUE NET CASH VALUE
--------------------------------------------- ---------------------------------------------
ASSUMING HYPOTHETICAL GROSS AND NET ASSUMING HYPOTHETICAL GROSS AND NET
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF --------------------------------------------- ---------------------------------------------
POLICY 0% (GROSS) 6% (GROSS) 12% (GROSS) 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR -.907% (NET) 5.093% (NET) 11.093% (NET) -.907% (NET) 5.093% (NET) 11.093% (NET)
- ------ ------------ ------------ ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
1.................... 8,312 8,754 9,274 8,931 9,373 9,893
2.................... 16,430 17,747 19,354 17,049 18,366 19,974
3.................... 24,426 27,067 30,408 25,046 27,687 31,028
4.................... 32,296 36,723 42,532 32,296 36,723 42,532
5.................... 40,030 46,720 55,828 40,030 46,720 55,828
6.................... 47,622 57,067 70,414 47,622 57,067 70,414
7.................... 55,065 67,774 86,421 55,065 67,774 86,421
8.................... 63,225 79,769 104,965 63,225 79,769 104,965
9.................... 71,218 92,187 125,269 71,218 92,187 125,269
10................... 79,037 105,044 147,399 79,037 105,044 147,399
15................... 115,241 176,206 291,412 115,241 176,206 291,412
20................... 145,141 257,796 509,849 145,141 257,796 509,849
30................... 168,798 448,551 1,314,440 168,798 448,551 1,314,440
40................... 49,533 663,281 2,981,152 49,533 663,281 2,981,152
50................... lapse 877,319 6,189,951 lapse 877,319 6,189,951
60................... lapse 1,096,948 12,345,558 lapse 1,096,948 12,345,558
</TABLE>

16
<PAGE> 19

OTHER PERFORMANCE DATA

Western Reserve may compare the performance of each Subaccount in
advertising and sales literature to the performance of other variable life
issuers in general, or to the performance of particular types of variable life
insurance policies investing in mutual funds, or investment series of mutual
funds, with investment objectives similar to each of the Subaccounts whose
performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar, Inc. ("Morningstar") or reported by other services, companies,
individuals or other industry or financial publications of general interest,
such as Forbes, Money, The Wall Street Journal, Business Week, Barron's,
Kiplinger's Personal Finance and Fortune. Lipper and Morningstar are widely used
independent research services which monitor and rank the performance of variable
life insurance policies in each of the major categories of investment objectives
on an industry-wide basis.

Lipper's and Morningstar's rankings include variable annuity contracts as
well as variable life insurance policies. The performance analyses prepared by
Lipper and Morningstar rank such policies and contracts on the basis of total
return, assuming reinvestment of distributions, but do not take sales charges,
redemption fees or certain expense deductions at the separate account level into
consideration.

Western Reserve may also compare the performance of each Subaccount in
advertising and sales literature to the S&P 500, a widely used measure of stock
market performance, or other widely recognized indices. Unmanaged indices may
assume the reinvestment of dividends, but usually do not reflect any "deduction"
for the expense of operating or managing an investment portfolio.

In addition, Western Reserve may, as appropriate, compare each Subaccount's
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indices, such as the Consumer Price Index, which is published by the
U.S. Department of Labor and measures the average change in prices over time of
a fixed "market basket" of certain specified goods and services. Similar
comparisons of Subaccount performance may also be made with appropriate indices
measuring the performance of a defined group of securities widely recognized by
investors as representing a particular segment of the securities markets. For
example, Subaccount performance may be compared with Donoghue Money Market
Institutional Average (money market rates), Lehman Brothers Corporate Bond Index
(corporate bond interest rates) or Lehman Brothers Government Bond Index (long-
term U.S. Government obligation interest rates).

WESTERN RESERVE AND THE SEPARATE ACCOUNT

WESTERN RESERVE

Western Reserve was originally incorporated under the laws of Ohio on
October 1, 1957. Western Reserve engages in the business of writing life
insurance policies and annuity contracts. Western Reserve is admitted to do
business in 49 states, the District of Columbia, Guam, and Puerto Rico. Western
Reserve's main office is located in St. Petersburg, Florida; however, the
mailing address is P.O. Box 5068, Clearwater, FL 33758-5068. Western Reserve's
Administrative Office for this Policy is located at 4333 Edgewood Road NE, Cedar
Rapids, Iowa 52499.

Western Reserve is a wholly owned subsidiary of First AUSA Life Insurance
Company ("First AUSA"), a stock life insurance company which is a wholly-owned
subsidiary of AEGON USA, Inc. ("AEGON USA"). AEGON USA is a financial services
holding company whose primary emphasis is on life and health insurance and
annuity and investment products. AEGON USA is a wholly-owned indirect subsidiary
of AEGON N.V., a Netherlands corporation, which is a publicly traded
international insurance group.

IMSA. We are a charter member of the Insurance Marketplace Standards
Association ("IMSA"). IMSA is an independent, voluntary organization of life
insurance companies. IMSA promotes high ethical standards in the sales,
advertising and servicing of individual life insurance and annuity products.
Companies must undergo a rigorous self and independent assessment of their
practices to become a member of IMSA. The IMSA logo in our sales literature
shows our ongoing commitment to these standards.

PUBLISHED RATINGS. Western Reserve may from time to time publish in
advertisements, sales literature and reports to Owners, the ratings and other
information assigned to it by one or more independent rating organizations such
as A.M. Best Company ("A.M. Best"), Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Insurance Rating Services ("Standard & Poor's"), and Duff &
Phelps Credit Rating Co.

17
<PAGE> 20

("Duff & Phelps"). A.M. Best's and Moody's ratings reflect their current opinion
of the relative financial strength and operating performance of an insurance
company in comparison to the norms of the life/health insurance industry.
Standard & Poor's and Duff & Phelps provide ratings which measure the
claims-paying ability of insurance companies. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance policies in accordance with their terms and should not be considered
as bearing on the investment performance of assets held in the Separate Account.
Claims-paying ability ratings do not refer to an insurer's ability to meet
non-policy obligations (i.e., debt/commercial paper). The ratings also do not
relate to the performance of the Portfolios.

THE SEPARATE ACCOUNT

Western Reserve established WRL Series Life Corporate Account (the
"Separate Account") as a separate account on December 8, 1997. The Separate
Account meets the definition of a "separate account" under the Federal
securities laws and its fiscal year ends on December 31. The Separate Account
will receive and invest the Net Premiums paid under this Policy.

The assets of the Separate Account are the property of Western Reserve. The
Code of Ohio, under which Western Reserve established the Separate Account,
provides that the assets in the Separate Account attributable to the Policies
are not chargeable with liabilities arising out of any other business which
Western Reserve may conduct. The assets of the Separate Account shall, however,
be available to cover the liabilities of the General Account of Western Reserve
to the extent that the Separate Account's assets exceed its liabilities arising
under the Policies.

The Separate Account is currently divided into Subaccounts. Each Subaccount
invests exclusively in shares of a single Portfolio. Income and both realized
and unrealized gains or losses from the assets of each Subaccount of the
Separate Account are credited to or charged against that Subaccount without
regard to income, gains or losses from any other Subaccount of the Separate
Account or arising out of any other business Western Reserve may conduct.

Where permitted by applicable law, Western Reserve may make the following
changes to the Separate Account:

1. Any changes required by the 1940 Act or other applicable law or
regulation;

2. Combine separate accounts, including the Separate Account;

3. Add new subaccounts to or remove existing subaccounts from the
Separate Account or combine Subaccounts;

4. Make Subaccounts (including new subaccounts) available to such
classes of Policies as Western Reserve may determine;

5. Add new portfolios or remove existing Portfolios;

6. Substitute new portfolios for any existing Portfolios if shares of
the Portfolio are no longer available for investment or if Western
Reserve determines that investment in a Portfolio is no longer
appropriate in light of the purposes of the Separate Account;

7. Deregister the Separate Account under the 1940 Act if such
registration is no longer required; and

8. Operate the Separate Account as a management investment company
under the 1940 Act or as any other form permitted by law.

Western Reserve will not make any such changes without any necessary
approval of the SEC and applicable state insurance departments. Western Reserve
will notify Owners of any changes.

INVESTMENTS OF THE SEPARATE ACCOUNT. The Subaccounts of the Separate
Account invest in shares of the corresponding Portfolios. Each Portfolio is part
of a series mutual fund which is registered with the SEC as an open-end
diversified management investment company. Such registration does not involve
supervision of the management or investment practices or policies of the
Portfolios by the SEC.

The assets of each Portfolio are held separate from the assets of the other
Portfolios, and each Portfolio has investment objectives and policies which are
different from those of the other Portfolios. Thus, each Portfolio operates as a
separate investment fund, and the income or losses of one Portfolio generally
have no

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<PAGE> 21

effect on the investment performance of any other Portfolio. Certain Subaccounts
and corresponding Portfolios may not be available to residents of some states.

The paragraphs below summarize each Portfolio's investment objectives and
policies. There is no assurance that any of the Portfolios will achieve its
stated objective. The information below also identifies the investment adviser
(and, where applicable, the investment sub-adviser) to each Portfolio. More
detailed information, including a description of risks, can be found in the
prospectuses for the Portfolios which should be read carefully.
BT INSURANCE FUNDS TRUST
(managed by Bankers Trust
Global Investment
Management) - SMALL CAP INDEX seeks to replicate as closely as
possible (before deduction of expenses) the return
of the Russell 2000 Small Stock Index(R) ("Russell
2000"), an index consisting of 2,000
small-capitalization common stocks. This Portfolio
will include the common stock of companies included
in the Russell 2000, on the basis of
computer-generated statistical data, that are deemed
representative of the industry diversification of
the entire Russell 2000.
- EQUITY 500 INDEX seeks to replicate as closely as
possible (before deduction of expenses) the total
return of the Standard & Poor's 500 Composite Stock
Price Index(R) ("S&P 500"), an index emphasizing
large-capitalization stocks. This Portfolio will
include the common stock of those companies included
in the S&P 500, other than Bankers Trust New York
Corporation, selected on the basis of computer
generated statistical data, that are deemed
representative of the industry diversification of
the entire S&P 500.
- EAFE(R) EQUITY INDEX seeks to replicate as closely
as possible (before deduction of expenses) the total
return of the Europe, Australia, Far East Index (the
"EAFE Index"), a capitalization-weighted index
containing approximately 1,100 equity securities of
companies located outside the United States.
FIDELITY VARIABLE INSURANCE
PRODUCTS FUNDS -- INITIAL
CLASS
(managed by Fidelity
Management & Research
Company) - GROWTH OPPORTUNITIES seeks to provide capital
growth.
- CONTRAFUND(R) seeks long-term capital appreciation.
- GROWTH seeks to achieve capital appreciation.
- BALANCED seeks both income and growth of capital.
- HIGH INCOME seeks a high level of current income
while also considering growth of capital.
- MONEY MARKET seeks as high a level of current income
as is consistent with preservation of capital and
liquidity.
PIMCO VARIABLE INSURANCE
TRUST (managed by Pacific
Investment Management
Company and PIMCO Advisors
L.P.) - SHORT-TERM BOND seeks to obtain maximum current
income consistent with preservation of capital and
daily liquidity.
- TOTAL RETURN BOND seeks to maximize total return,
consistent with preservation of capital and prudent
investment management.
- STOCKSPLUS GROWTH AND INCOME seeks to achieve a
total return which exceeds the total return
performance of the S&P 500.
- MID-CAP GROWTH seeks growth of capital.
- SMALL-CAP VALUE seeks long-term growth of capital
and income.

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<PAGE> 22

T. ROWE PRICE EQUITY
SERIES,
INC. (managed by T. Rowe
Price Associates, Inc.) - T. ROWE PRICE MID-CAP GROWTH seeks to provide
long-term capital appreciation by investing in
mid-cap stocks with potential for above-average
earnings growth.
- T. ROWE PRICE EQUITY INCOME seeks to provide
substantial dividend income as well as long-term
growth of capital through investments in the common
stocks of established companies.
- T. ROWE PRICE NEW AMERICA GROWTH seeks to provide
long-term growth of capital by investing primarily
in the common stocks of U.S. growth companies
operating in service industries.
T. ROWE PRICE INTERNATIONAL
SERIES, INC. (managed by
Rowe
Price-Fleming
International,
Inc.) - T. ROWE PRICE INTERNATIONAL STOCK seeks long-term
growth of capital through investments primarily in
the common stocks of established, non-U.S.
companies.
JANUS ASPEN SERIES (managed
by Janus Capital
Corporation) - GROWTH seeks long-term growth of capital in a manner
consistent with the preservation of capital. It
pursues its objective by investing primarily in
common stocks selected for their growth potential.
Although the Portfolio can invest in companies of
any size, it generally invests in larger, more
established companies.
- CAPITAL APPRECIATION seeks long-term growth of
capital. It pursues its objective by investing
primarily in common stocks selected for their growth
potential. The Portfolio may invest in companies of
any size, from larger, well established companies to
smaller, emerging growth companies.
- WORLDWIDE GROWTH seeks long-term growth of capital
in a manner consistent with the preservation of
capital. It pursues its objective by investing
primarily in common stocks of companies of any size
throughout the world. The Portfolio normally invests
in issuers from at least five different countries,
including the United States. The Portfolio may at
times invest in fewer than five countries or even a
single country.
- HIGH YIELD seeks to obtain high current income.
Capital appreciation is a secondary objective when
consistent with its primary objective. It pursues
its objectives by normally investing 65% of its
assets in high-yield/high-risk fixed-income
securities, and may at times invest all of its
assets in these securities.

INVESCO VARIABLE
INVESTMENT FUNDS, INC.
(managed by INVESCO Funds
Group, Inc.) - INVESCO VIF -- BLUE CHIP GROWTH seeks to buy
securities that will increase in value over the
long-term by investing primarily in common stocks of
large companies with market capitalizations of more
than $10 billion that have a history of consistent
earnings growth regardless of the business cycle.
Current income is a secondary goal.

- INVESCO VIF -- DYNAMICS seeks to buy securities that
will increase in value over the long-term by
investing in a variety of securities that the
investment adviser believes present opportunities
for capital growth -- primarily common stocks of
companies traded on U.S. securities exchanges, as
well as over-the-counter. The Fund also may invest
in preferred stocks and debt instruments that are
convertible into common stocks, as well as in

securities of foreign companies.

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<PAGE> 23

INVESCO VARIABLE
INVESTMENT FUNDS, INC.
(managed by INVESCO Funds
Group, Inc.)
(continued) - INVESCO VIF -- FINANCIAL SERVICES invests primarily
in equity securities of companies involved in the
financial services sector (e.g., banks, insurance
companies, and investment and miscellaneous
industries) that the investment adviser believes
will rise in price -- and increase in
value -- faster than other investments, as well as
options and other investments whose value is based
upon the values of equity securities. The Fund can
also invest in debt securities.

- INVESCO VIF -- HEALTH SCIENCES invests primarily in
equity securities of companies that develop, produce
or distribute health care-related products or
services, that the investment adviser believes will
rise in price faster than other investments, as well
as options and other investments whose value is
based upon the values of equity securities. This
Fund can also invest in debt securities.

- INVESCO VIF -- MARKET NEUTRAL seeks to outperform
the return on three-month U.S. Treasury bills
regardless of the movements of the broad securities
market. The Fund attempts to achieve its investment
objective by using a management style known as
"market neutral." Please refer to the Fund's
prospectus for a description of the market neutral
management style.

- INVESCO VIF -- SMALL COMPANY GROWTH seeks to buy
securities that will increase in value over the long
term. The Fund normally invests at least 65% of its
assets in equity securities of companies with market
capitalizations of $1 billion or less.

- INVESCO VIF -- TECHNOLOGY seeks capital appreciation
and normally invests at least 80% of its total
assets in the equity securities of companies engaged
in technology-related industries. The Fund invests
primarily in equity securities that the investment
adviser believes will rise in price faster than
other investments, as well as options and other
investments whose value is based upon the values of
equity securities. The Fund also can invest in debt
securities.

- INVESCO VIF -- TELECOMMUNICATIONS invests primarily
in the equity securities of companies in the
telecommunications sector that the investment
adviser believes will rise in price -- and increase
in value -- faster than other investments, as well
as options and other investments whose value is
based upon the values of equity securities. The Fund
also can invest in debt securities. Current income
is an additional consideration in the Fund's
investments. The telecommunications sector includes,
among other things, companies that are engaged in
the design, development, manufacture, distribution,
or sale of communications services and equipment.

Shares of certain Portfolios are sold to separate accounts of insurance
companies that may or may not be affiliated with Western Reserve or each other.
In addition, shares of certain Portfolios are also sold to separate accounts to
serve as the underlying investment for both variable life insurance policies and
variable annuity contracts. It is possible that a material conflict may arise
between the interests of Owners of the Policies and owners of other variable
life insurance policies or variable annuity contracts whose accumulation values
are allocated to a Portfolio. Material conflicts could result from, for example,
(1) changes in state insurance laws, (2) changes in Federal income tax laws, or
(3) differences in voting instructions between those given by
21
<PAGE> 24

variable life insurance policy owners and those given by variable annuity
contract owners. Although neither Western Reserve nor the Portfolios currently
foresee any such disadvantages, Western Reserve and each Portfolio's Board of
Directors intend to monitor events in order to identify any material conflicts
and to determine what action to take. Such action could include the sale of
Portfolio shares by one or more of the separate accounts, which could have
adverse consequences. If the Board of Directors were to conclude that separate
funds should be established for variable life and variable annuity separate
accounts, Western Reserve will bear the attendant expenses, but variable life
insurance policy owners and variable annuity contract owners would no longer
have the economies of scale resulting from a larger combined fund.

FACTS ABOUT THE POLICY

AVAILABILITY OF THE POLICY

Under Western Reserve's current rules, Western Reserve will offer the
Policy to corporations and partnerships that meet the following conditions at
issue:

- a minimum of five (5) Policies are issued, each on the life of a
different Insured; or

- the aggregate annualized first-year planned periodic premium for all
Policies is at least $100,000.

APPLYING FOR A POLICY

To purchase a Policy, Western Reserve must receive a completed application
at the Administrative Office. Under Western Reserve's current rules, the minimum
Face Amount of a Policy is generally $25,000. Western Reserve will generally
issue Policies to Insureds who supply satisfactory evidence of insurability
sufficient to Western Reserve. Acceptance is subject to Western Reserve's
underwriting rules and Western Reserve reserves the right to reject an
application for any reason permitted by law.

FREE-LOOK PERIOD

An Owner may cancel a Policy for a refund during the "free-look period" by
returning it to Western Reserve or to the sales representative who sold it. The
free-look period expires 20 days after delivery of the Policy. Certain states
may require a free-look period longer than 20 days. If you decide to cancel the
Policy, Western Reserve will treat the Policy as if it had never been issued.
Within seven calendar days after receiving the returned Policy, Western Reserve
will refund an amount equal to the greater of the Cash Value as of the date the
Policy is returned, or the premiums paid less any partial withdrawals. Under
ordinary circumstances, the refunded amount will be the premiums paid less
partial withdrawals.

PREMIUMS

PREMIUM FLEXIBILITY. Owners are not required to adhere to any rigid and
inflexible premium schedule. Western Reserve may require the Owner to pay an
initial premium. Thereafter, up to age 100 and subject to the maximum premium
limitations described below, an Owner may make unscheduled premium payments at
any time in any amount. When making premium payments during the first Policy
Year, an Owner should consider the effect of the sales charge (since Western
Reserve deducts a lower percentage of each premium received in excess of the
Target Premium during the first Policy Year than in subsequent Policy Years),
and the deferred sales charge (because Western Reserve deducts this charge based
on a percentage of premiums paid in the first year). See Charges and
Deductions -- Percent of Premium Load; and Deferred Sales Charge.

PLANNED PERIODIC PREMIUMS. Each Owner will determine a Planned Periodic
Premium schedule that provides for the payment of a level premium at a fixed
interval over a specified period of time. The Owner is not required to pay
premiums in accordance with this schedule. Furthermore, the Owner has
considerable flexibility to alter the amount, frequency, and the time period
over which Planned Periodic Premiums are paid.

The payment of a Planned Periodic Premium will not guarantee that the
Policy remains in force. Instead, the duration of the Policy depends upon the
Policy's Net Cash Value. Thus, even if Planned Periodic

22
<PAGE> 25

Premiums are paid by the Owner, the Policy will nonetheless lapse any time Net
Cash Value is insufficient to pay certain monthly charges, and a Late Period
expires without a sufficient payment being made.

PREMIUM LIMITATIONS. In no event may the total of all premiums paid, both
scheduled and unscheduled, exceed the current maximum premium limitations which
qualify the Policy as life insurance according to Federal tax laws. If you pay a
premium which would result in total premiums exceeding the current maximum
premium limitation, Western Reserve will only accept that portion of the premium
which will make total premiums equal the maximum. Western Reserve will return
any part of the premium in excess of that amount, and will not accept any
further premiums until allowed by the current maximum premium limitations set
forth under Federal tax laws.

PAYMENT OF PREMIUMS. Any payment made by check or money order must be
payable to Western Reserve Life Assurance Co. of Ohio. Western Reserve will
treat payments made by the Owner as a premium payment unless clearly marked as
loan repayments. Western Reserve will deduct certain charges from each premium
payment. (See Charges and Deductions, p. 31.) As an accommodation to Owners,
Western Reserve will accept transmittal of initial and subsequent premiums of at
least $1,000 by wire transfer. For an initial premium, the wire transfer must be
accompanied by a simultaneous telephone facsimile transmission ("fax") of a
completed application. An initial premium accepted via wire transfer with fax
will be allocated in accordance with current procedures explained in the section
entitled Allocation of Net Premiums and Cash Value -- Allocation of Net
Premiums. An initial premium made by wire transfer not accompanied by a
simultaneous fax, or accompanied by a fax of an incomplete application will be
applied at the unit value next determined not later than two business days after
receipt of an appropriate fax or a complete application. However, if Western
Reserve cannot obtain the fax or essential information within five business
days, Western Reserve shall inform the applicant of the reasons for the delay,
and will return the initial premium to the applicant unless the applicant
specifically consents to allow Western Reserve to retain the initial premium
until the required fax or essential information is received.

If Western Reserve later receives the application with original signature
and the allocation instructions in that application, for any reason, are
inconsistent with those previously designated on the fax, Western Reserve will
reallocate the initial premium on the first Valuation Day on or following the
date the Policy is issued, in accordance with the allocation instructions in the
application with original signature.

Owners wishing to make payments via bank wire should instruct their banks
to wire Federal Funds as follows: .

First National Bank of Maryland
ABA #052000113
For credit to account of Western Reserve #89487643
Include your name and Policy number on all correspondence.

POLICY LAPSE AND REINSTATEMENT

LAPSE. The failure to make a Planned Periodic Premium payment will not
itself cause the Policy to Lapse. Lapse will only occur where Net Cash Value is
insufficient to cover the monthly deduction, and a Late Period expires without
the Owner making a sufficient payment. If the Net Cash Value is insufficient to
cover the monthly deduction, the Owner must pay during the Late Period a payment
at least sufficient to provide a Net Premium to cover the sum of the monthly
deductions due within the Late Period. Such a lapse could happen if the
investment experience has been sufficiently unfavorable to have resulted in a
decrease in the Net Cash Value, or the Net Cash Value has decreased because not
enough premiums have been paid to offset the monthly charges.

If Net Cash Value is insufficient to cover the monthly deduction, Western
Reserve will notify the Owner and any assignee of record of the minimum payment
needed to keep the Policy in force. The Owner will then have a Late Period of 62
days, measured from the date notice is sent to the Owner, for Western Reserve to
receive sufficient payments. If Western Reserve does not receive a sufficient
payment within the Late Period, the Policy will lapse. If Western Reserve
receives a sufficient payment during the Late Period, Western

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<PAGE> 26

Reserve will allocate any resulting Net Premium among the Subaccounts, and will
charge any monthly deductions due to such Subaccounts, in accordance with the
Owner's then current instructions. (See Allocation of Premiums and Cash
Value -- Allocation of Net Premiums, and Charges and Deductions -- Monthly
Deductions.) If the Insured dies during the Late Period, the Life Insurance
Benefit Proceeds will equal the amount of the Life Insurance Benefit Proceeds
immediately prior to the commencement of the Late Period, reduced by any due and
unpaid charges.

REINSTATEMENT. You may reinstate a lapsed Policy any time within five
years after the date of Lapse by submitting the following items to Western
Reserve:

1. A written application for reinstatement from the Owner;

2. Evidence of insurability satisfactory to Western Reserve; and

3. A premium that, after the charges against premiums, is large enough
to cover the next two monthly deductions that will become due after
the time of reinstatement.

Western Reserve reserves the right to decline a reinstatement request. Upon
approval of the application for reinstatement, the effective date of
reinstatement will be the first Monthly Deduction Day on or next following the
date Western Reserve approves the application for reinstatement.

ALLOCATION OF NET PREMIUMS AND CASH VALUE

NET PREMIUMS. The Net Premium equals the premium paid less any applicable
percent of premium load. (See Charges and Deductions -- Percent of Premium
Load). When an initial premium accompanies the application, monthly deductions
from the Cash Value of the Policy commence on the Effective Date.

ALLOCATION OF NET PREMIUMS. In the application for a Policy, the Owner
will allocate Net Premiums to one or more of the Subaccounts of the Separate
Account. Notwithstanding the allocation in the application, the initial premium,
less charges, will be allocated during the free-look period to the General
Account and will earn interest at an annual rate (minimum 4%) declared by
Western Reserve. At the end of the free-look period, Western Reserve allocates
the Net Premium, including interest earned during the free-look period, to the
Subaccounts as directed in the application. Western Reserve deems the Policy to
be delivered four days after it is mailed for the purpose of allocating the Net
Premium (including interest) at the end of the free-look period. (See Facts
About The Policy -- Free-Look Period.)

The minimum percentage of each premium that you may allocate to any
Subaccount is 1%; percentages must be in whole numbers. You may change the
allocation of future Net Premiums without charge at any time by providing
Western Reserve with written notification from the Owner, or by calling the
Administrative Office. Western Reserve will employ the same procedures to
confirm that such telephone instructions are genuine as it employs regarding
telephone instructions for transfers among Subaccounts. (See Transfer
Privileges.) Upon instructions from the Owner, the registered representative or
agent of record may also change the allocation of future Net Premiums. Western
Reserve reserves the right to limit the number of changes to the allocation of
Net Premiums. Investment returns from the amounts allocated to Subaccounts of
the Separate Account will vary with the investment experience of these
Subaccounts and the Owner bears the entire investment risk.

POLICY VALUES

CASH VALUE. The Cash Value serves as the starting point for calculating
certain values under a Policy. The Cash Value is the sum of all Subaccount
Values and the Loan Account Value and therefore varies to reflect the investment
experience of the Subaccounts. Western Reserve determines the Cash Value on the
date the Policy is issued and on each Valuation Day thereafter. The Cash Value
may be more or less than premiums paid. THERE IS NO GUARANTEED MINIMUM CASH
VALUE.

NET CASH VALUE. The Net Cash Value is the amount payable on surrender of
the Policy. It is equal to the Cash Value as of the date of surrender minus any
outstanding Indebtedness, plus premium load refund, if applicable.

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<PAGE> 27

SUBACCOUNT VALUE. The Subaccount Value of any Subaccount as of the end of
the free-look period is equal to the amount of the initial Net Premium allocated
to that Subaccount (including any interest credited during the free-look
period). On subsequent Valuation Days, the Subaccount Value is equal to that
part of any Net Premium allocated to the Subaccount and any Cash Value
transferred to that Subaccount, adjusted by interest income, dividends, net
capital gains or losses, realized or unrealized, and decreased by partial
withdrawals and any Cash Value transferred out of that Subaccount.

ACCUMULATION UNITS. For each Subaccount, Net Premiums allocated to a
Subaccount or amounts of Cash Value transferred to a Subaccount are converted
into Accumulation Units. Western Reserve determines the number of Accumulation
Units credited to a Policy by dividing the dollar amount of any Net Premium or
transfer directed to each Subaccount by the value of an Accumulation Unit for
that Subaccount on the transaction date. Therefore, Net Premiums allocated to or
amounts transferred to a Subaccount under a Policy increase the number of
Accumulation Units of that Subaccount credited to the Policy.

Certain events reduce the number of Accumulation Units of a Subaccount
credited to a Policy:

- Partial withdrawals or transfers of Subaccount Value from a
Subaccount result in the cancellation of the appropriate number of
Accumulation Units of that Subaccount as do:

- surrender of the Policy;

- payment of the Life Insurance Benefit Proceeds;

- Policy loans; and

- the deduction of the monthly deduction.

Accumulation Units are canceled as of the end of the Valuation Period in
which Western Reserve receives written notice regarding the event. These events
are referred to as "Policy transactions."

Accumulation Units are bought and sold each time there is a Policy
transaction. Western Reserve determines the number of Accumulation Units in any
Subaccount on any day follows:

1. From the Accumulation Units as of the prior Monthly Deduction Day,
subtract the Accumulation Units sold to pay any partial
withdrawals;

2. Add Accumulation Units bought with Net Premiums received since the
prior Monthly Deduction Day;

3. Subtract Accumulation Units sold to transfer amounts into the Loan
Account;

4. Add Accumulation Units bought with loan repayments;

5. Subtract Accumulation Units sold to transfer amounts to other
Subaccounts;

6. Add Accumulation Units bought from amounts transferred from other
Subaccounts.

The number of Accumulation Units on a Monthly Deduction Day is the result
of steps 1 through 6 above, minus the number of Accumulation Units sold to pay
the monthly deduction charge. If the Monthly Deduction Day is a Policy
Anniversary, Western Reserve will increase the number of Accumulation Units by
Accumulation Units bought with any amounts transferred from the Loan Account.

ACCUMULATION UNIT VALUE. Western Reserve determines the value of an
Accumulation Unit on any Valuation Day by multiplying the value of that
Accumulation Unit on the immediately preceding Valuation Day by the Net
Investment Factor for the Valuation Period.

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<PAGE> 28

NET INVESTMENT FACTOR. The Net Investment Factor is an index applied to
measure the investment performance of Accumulation Units of a Subaccount from
one Valuation Period to the next. Western Reserve determines the Net Investment
Factor for any Subaccount for any Valuation Period by dividing 1 by 2, where:

1. is the result of:

a. the net asset value per share of the Portfolio held in the
Subaccount, determined at the end of the current Valuation
Period; plus

b. the per share amount of any dividend or capital gain
distributions made by the Portfolio held in the Subaccount, if
the "ex-dividend" date occurs during the current Valuation
Period; and

2. is the net asset value per share of the Portfolio held in the
Subaccount, determined at the end of the immediately preceding
Valuation Period.

The Net Investment Factor may be greater or less than one; therefore, the
value of an Accumulation Unit may increase or decrease.

TRANSFER PRIVILEGES

GENERAL. Owners may transfer Cash Value among the Subaccounts. The amount
of Cash Value available for transfer from any Subaccount is determined at the
end of the Valuation Period during which the transfer request is received at the
Administrative Office. The net asset value for each share of the corresponding
Portfolio of any Subaccount is determined, once daily, as of the close of the
regular business session of the New York Stock Exchange ("NYSE") (usually 4:00
p.m. Eastern time), which coincides with the end of each Valuation Period. (See
Policy Benefits -- Cash Value -- Valuation Day and Valuation Period.) Therefore,
any transfer request received after the close of the regular business session of
the NYSE, on any day the NYSE is open, will be processed using the net asset
value for each share of the applicable Portfolio determined as of the close of
the regular business session of the NYSE, on the next day the NYSE is open for
business.

The minimum amount that you may transfer is the lesser of $500 or the value
of all remaining Accumulation Units in a Subaccount, unless Western Reserve
agrees otherwise. The Subaccount from which you make a transfer must maintain a
minimum balance of $500 after the transfer is completed. If the value of the
remaining Accumulation Units in a Subaccount would be less than $500, Western
Reserve has the right to include that amount as part of the transfer.

Owners may make up to 12 transfers of Cash Value without charge during any
one Policy Year. After these 12 transfers in a Policy Year, Western Reserve
reserves the right to impose a charge of $25 for each subsequent transfer.
Western Reserve will not increase the transfer charge. Western Reserve will
consider all transfers made in any one day a single transfer and will deduct any
transfer charges on a pro-rata basis from each Subaccount from which a transfer
was made. Transfers resulting from Policy loans, the exercise of exchange
privileges, and the reallocation of Cash Value immediately after the free-look
period, will not be treated as a transfer for the purpose of this charge.

Owners may make transfer requests in writing, or by telephone. Written
requests must be in a form acceptable to Western Reserve. The registered
representative or agent of record for the Policy may, upon instructions from the
Owner for each transfer, make telephone transfers upon request without the
necessity for the Owner to have previously authorized telephone transfers in
writing. Transfer requests made by telephone must be verified by a facsimile
sent to the Administrative Office before the transfer is made. If, for any
reason, an Owner does not want the ability to make transfers by telephone, the
Owner should provide written notice to Western Reserve at the Administrative
Office. All telephone transfers should be made by calling the Administrative
Office.

Western Reserve will not be liable for complying with telephone
instructions it reasonably believes to be authentic, nor for any loss, damage,
cost or expense in acting on such telephone instructions, and Owners will bear
the risk of any such loss. Western Reserve will employ reasonable procedures to
confirm that telephone instructions are genuine. If Western Reserve does not
employ such procedures, it may be liable for losses due

26
<PAGE> 29

to unauthorized or fraudulent instructions. Such procedures may include, among
others, requiring forms of personal identification prior to acting upon such
telephone instructions, providing written confirmation of such transactions to
Owners, and/or tape recording telephone instructions received from Owners.

Western Reserve may, at any time, revoke or modify the transfer privilege.
Under Western Reserve's current procedures, it will effect transfers and
determine all values in connection with transfers at the end of the Valuation
Period during which the transfer request is received at the Administrative
Office.

ASSET REBALANCING PROGRAM. Western Reserve offers a program under which
the Owner may authorize Western Reserve to transfer Cash Value periodically to
maintain a particular percentage allocation among the Subaccounts. The Cash
Value allocated to each Subaccount will grow or decline in value at different
rates. The asset rebalancing program automatically reallocates the Cash Value in
the Subaccounts at the end of each period to match the Policy's currently
effective Net Premium allocation schedule. The asset rebalancing program is
intended to transfer Cash Value from those Subaccounts that have increased in
value to those Subaccounts that have declined in value. Over time, this method
of investing may help an Owner buy low and sell high. This investment method
does not guarantee gains, nor does it assure that any Subaccount will not have
losses.

To qualify for the asset rebalancing program, a minimum Cash Value of
$10,000 for an existing Policy, or a minimum initial premium of $10,000 for a
new Policy, is required. To participate in the asset rebalancing program, a
properly completed asset rebalancing request form, which is available upon
request, must be received by Western Reserve.

Owners may elect rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Effective Date. Following receipt of the asset
rebalancing request form, Western Reserve will effect the initial rebalancing of
Cash Value on the next such anniversary, in accordance with the Policy's current
Net Premium allocation schedule. The amounts transferred will be credited at the
unit value next determined on the dates the transfers are made. If a day on
which rebalancing would ordinarily occur falls on a day on which the NYSE is
closed, rebalancing will occur on the next day the NYSE is open.

There is no charge for the asset rebalancing program. Any reallocation
which occurs under the asset rebalancing program will not be counted towards the
12 free transfers allowed during each Policy Year.

The Owner may terminate participation at any time in the asset rebalancing
program by oral or written request to Western Reserve. Participating in the
asset rebalancing program will terminate automatically if any transfer is made
to, or from, any Subaccount, other than on account of a scheduled rebalancing.
If the Owner wishes to resume the asset rebalancing program after it has been
canceled, a new asset rebalancing request form must be completed and sent to
Western Reserve. The Owner may start and stop participation in the asset
rebalancing program at any time; however, Western Reserve reserves the right to
restrict entry into the asset rebalancing program to once per Policy Year.

Western Reserve may discontinue, modify, or suspend, the asset rebalancing
program at any time.

SURRENDERS AND PARTIAL WITHDRAWALS

SURRENDERS. At any time while the Insured is still living and the Policy
is in force, the Owner may, by written request, surrender the Policy for its Net
Cash Value (which is the Cash Value less any Indebtedness, plus refund of
premium load, if applicable). A surrender is effective as of the date on which a
written request for surrender is received by Western Reserve. If the Owner
surrenders the Policy during the first three Policy Years, Western Reserve will
refund a portion of the Percent of Premium Load charged against the premium
payments made in the Policy Year of the surrender. Western Reserve will refund
6.0% of the premium paid up to the Target Premium and 3.0% of the premium paid
in excess of the Target Premium. (See Charges and Deductions -- Percent of
Premium Load, p. 31.) Once the Policy is surrendered, all coverage and other
benefits under it cease and it cannot be reinstated. A surrender may have tax
consequences. (See Federal Tax Considerations, p. 37.)

27
<PAGE> 30

PARTIAL WITHDRAWALS. After the first Policy Year, while the Insured is
still living and the Policy is in force, an Owner may apply for a partial
withdrawal. The request must be made in writing to the Administrative Office and
the amount requested must be at least $500. The maximum amount that may be
requested is the amount that would leave at least $500 remaining in the
Subaccount from which the partial withdrawal is made. The amount withdrawn is
deducted from each of the Subaccounts on a pro rata basis unless you specify
otherwise in a written notice to the Administrative Office. Western Reserve
generally will pay a partial withdrawal request within seven days following the
Valuation Day the request is received.

There is no limit on the number of partial withdrawals that may be made
during a Policy Year. On each partial withdrawal, Western Reserve imposes a
processing charge equal to the lesser of $25 or 2% of the amount requested.
Western Reserve deducts this charge on a pro-rata basis from each of the
Subaccounts unless you provide other written instructions to the Administrative
Office.

If the Owner has selected Life Insurance Benefit Option 1, Western Reserve
will reduce the Face Amount by the amount of the partial withdrawal. If Life
Insurance Benefit Option 2 is in effect, the Face Amount will not be changed by
the amount of the partial withdrawal. If Life Insurance Benefit Option 3 is in
effect and the partial withdrawal is greater than the sum of the premiums paid,
the Face Amount is reduced by the amount of the partial withdrawal minus the sum
of the premiums paid; otherwise the Face Amount is not reduced. Western Reserve
may reject any partial withdrawal if it would cause the Policy to fail to
qualify as a life insurance contract under the Code or regulations or rulings
thereunder. A partial withdrawal may have tax consequences. (See Federal Tax
Considerations, p. 37.)

LOANS

After the first Policy Year as long as the Policy remains in force, the
Owner may borrow money from Western Reserve using the Policy as the only
security for the loan. Western Reserve permits a Policy loan prior to the first
Policy Anniversary for Policies issued pursuant to a transfer of cash values
from another life insurance policy under Section 1035(a) of the Code. The
maximum amount that may be borrowed is 90% of the Cash Value, less any already
outstanding Policy loan. Western Reserve reserves the right to limit the amount
of any Policy loan to not less than $500. Outstanding loans have priority over
the claims of any assignee or other person. The loan may be repaid totally or in
part. A loan which is taken from, or secured by, a Policy may have Federal
income tax consequences. (See Federal Tax Considerations, p. 37.)

When you request a loan, Western Reserve will withdraw an amount equal to
the requested loan amount plus interest in advance for one year from each of the
Subaccounts on a pro-rata basis, unless you specify otherwise in a written
notice to the Administrative Office, and transfer this amount to the Loan
Account until the loan is repaid.

Western Reserve normally will pay the amount of the loan within seven days
after receipt of a proper request in a manner permitted by Western Reserve.
Postponement of loans may take place under certain conditions. Under Western
Reserve's current procedures, at each Policy Anniversary, Western Reserve will
compare the amount of the outstanding loan (including loan interest in advance
until the next Policy Anniversary, if not paid) to the amount in the Loan
Account (including interest credited to the Loan Account during the previous
Policy Year). Western Reserve will also make this comparison any time the Owner
repays all of the loan, or makes a request to borrow an additional amount. At
each such time, if the amount of the outstanding loan exceeds the amount in the
Loan Account, Western Reserve will withdraw the difference from the Subaccounts
and transfer it to the Loan Account in the same manner as when a loan is made.
If the amount in the Loan Account exceeds the amount of the outstanding loan,
Western Reserve will withdraw the difference from the Loan Account and transfer
it to the Subaccounts in the same manner as current Net Premiums are allocated.
No charge will be imposed for these transfers, and these transfers are not
treated as transfers in calculating the transfer charge.

INTEREST RATE CHARGED. The guaranteed annual interest rate on a Policy
loan is 6.0% and is due on each Policy Anniversary for the prior Policy Year and
on the day the loan is repaid. The current annual interest rate on a Policy loan
is 4.25% in Policy Years 1-15, 4.15% in Policy Years 16-30, and 4.10% in
subsequent Policy Years. Loan interest that is unpaid when due will be added to
the amount of the loan and will bear interest at

28
<PAGE> 31

the same rate. On the date of the Insured's death, the date the Policy ends, the
date of a loan repayment, or any other date Western Reserve specifies, any
necessary adjustment will be made in the loan to reflect any interest accrued
since the last Policy Anniversary. If an annual interest rate lower than 6% is
set, any subsequent increase in the interest rate shall be subject to the
following conditions:

(1) The effective date of any increase in the interest rate for Policy
loans shall not be earlier than one year after the effective date
of the establishment of the previous rate.

(2) The amount by which the interest rate may be increased shall not
exceed 1% per year, but the maximum annual interest rate will be
6%.

(3) Western Reserve will give notice of the interest rate in effect
when a loan is made and when sending notice of loan interest due.

(4) If a loan is outstanding 40 days or more before the effective date
of an increase in the annual interest rate, Western Reserve will
notify you of that increase at least 30 days prior to the
effective date of the increase.

(5) Western Reserve will give notice of any increase in the annual
interest rate whenever a loan is made during the 40 days before
the effective date of the increase.

LOAN ACCOUNT INTEREST RATE CREDITED. The amount in the Loan Account will
accrue interest at an effective annual rate of 4%. Western Reserve may credit a
higher rate, but it is not obligated to do so.

EFFECT OF POLICY LOANS. A Policy loan affects the Policy, because the Life
Insurance Benefit Proceeds and Net Cash Value under the Policy are reduced by
the amount of the loan. Repayment of the loan causes the Life Insurance Benefit
Proceeds and Net Cash Value to increase by the amount of the repayment. As long
as a loan is outstanding, an amount equal to the loan plus interest in advance
until the next Policy Anniversary is held in the Loan Account. This amount will
not be affected by the Separate Account's investment performance. Amounts
transferred from the Separate Account to the Loan Account will affect the
Separate Account value because such amounts will be credited with an interest
rate declared by Western Reserve rather than a rate of return reflecting the
investment performance of the Separate Account. There are risks involved in
taking a Policy loan, a few of which include the potential for a Policy to lapse
if projected earnings, taking into account outstanding loans, are not achieved,
as well as possible adverse tax consequences which could occur if a Policy
lapses with loans outstanding.

INDEBTEDNESS. Indebtedness equals the total of all Policy loans plus any
loan interest accrued on the loans. If indebtedness exceeds the Cash Value,
Western Reserve will notify the Owner and any assignee of record. If a
sufficient payment equal to excess indebtedness is not received by Western
Reserve within 31 days from the date notice is sent, the Policy will Lapse and
terminate without value. The Policy, however, may later be reinstated.

REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time. Western
Reserve will treat payments made by the Owner while there is Indebtedness as
premium payments unless the Owner indicates that the payment should be treated
as a loan repayment. If not repaid, Western Reserve may deduct Indebtedness from
any amount payable under the Policy. As Indebtedness is repaid, the Policy's
value in the Loan Account securing the Indebtedness repaid will be transferred
from the Loan Account to the Subaccounts in the same manner as current Net
Premiums are allocated. Western Reserve will allocate the repayment of
Indebtedness at the end of the Valuation Period during which the repayment is
received.

LIFE INSURANCE BENEFITS

GENERAL. Owners designate in the initial application one of three Life
Insurance Benefit Options offered under the Policy: Life Insurance Benefit
Option 1 ("Option 1"), Life Insurance Benefit Option 2 ("Option 2"), and Life
Insurance Benefit Option 3 ("Option 3"). As long as the Policy remains in force,
Western Reserve will, upon receiving due proof of the Insured's death, pay the
Life Insurance Benefit Proceeds of a Policy to the named Beneficiary in
accordance with the designated Life Insurance Benefit Option. Western Reserve
will determine the amount of the Life Insurance Benefit Proceeds payable at the
end of the Valuation

29
<PAGE> 32

Period during which the Insured dies. Western Reserve may pay the proceeds in a
lump sum or under one or more of the settlement options set forth in the Policy.
Western Reserve guarantees that as long as the Policy remains in force, the Life
Insurance Benefit under any option will never be less than the Face Amount of
the Policy until age 100 when the death benefit equals the Cash Value, but the
Life Insurance Benefit Proceeds will reflect reductions for any outstanding
Indebtedness and any due and unpaid charges. These proceeds will be increased by
any additional insurance provided by rider. To qualify the Policy as life
insurance under the Code, Owners may choose between two Life Insurance Benefit
Compliance Tests -- either the Guideline Premium Test or the Cash Value
Accumulation Test. Each test involves a set of limitation percentages that vary
by attained age. The limitation percentages, which are used to determine the
Life Insurance Benefit provided, vary from one test to the other. (See the
separate tables below.)

OPTION 1. The Life Insurance Benefit is the greater of the Face Amount of
the Policy or the applicable percentage (the "limitation percentage") times the
Cash Value on the date of death. Accordingly, under Option 1 the Life Insurance
Benefit will remain level unless the limitation percentage times the Cash Value
exceeds the Face Amount, in which case the amount of the Life Insurance Benefit
will vary as the Cash Value varies.

ILLUSTRATION OF OPTION 1. For purposes of this illustration, assume that
the Insured's Attained Age is under 40, that there is no outstanding
indebtedness, and that the Guideline Premium Test is chosen. Under Option 1, a
Policy with a $50,000 Face Amount will generally pay $50,000 in Life Insurance
Benefits. However, because the Life Insurance Benefit must be equal to or be
greater than 250% of Cash Value, any time the Cash Value of the Policy exceeds
$20,000, the Life Insurance Benefit will exceed the $50,000 Face Amount. Each
additional dollar added to Cash Value above $20,000 will increase the Life
Insurance Benefit by $2.50. Similarly, so long as Cash Value exceeds $20,000,
each dollar taken out of Cash Value will reduce the Life Insurance Benefit by
$2.50.

If at any time, however, the Cash Value multiplied by the limitation
percentage is less than the Face Amount, the Life Insurance Benefit will equal
the Face Amount of the Policy.

OPTION 2. The Life Insurance Benefit is equal to the greater of the Face
Amount plus the Cash Value of the Policy or the limitation percentage times the
Cash Value on the date of death. Accordingly, under Option 2 the amount of the
Life Insurance Benefit will always vary as the Cash Value varies.

ILLUSTRATION OF OPTION 2. For purposes of this illustration, assume that
the Insured is under the age of 40, that there is no outstanding indebtedness,
and that the Guideline Premium Test is chosen. Under Option 2, a Policy with a
Face Amount of $50,000 will generally pay a Life Insurance Benefit of $50,000
plus Cash Value. Thus, for example, a Policy with a Cash Value of $10,000 will
have a Life Insurance Benefit of $60,000 ($50,000 + $10,000). The Life Insurance
Benefit under the Guideline Premium Test, however, must be at least 250% of Cash
Value. As a result, if the Cash Value of the Policy exceeds $33,333, the Life
Insurance Benefit will be greater than the Face Amount plus Cash Value. Each
additional dollar of Cash Value above $33,333 will increase the Life Insurance
Benefit by $2.50. Similarly, any time Cash Value exceeds $33,333, each dollar
taken out of Cash Value will reduce the Life Insurance Benefit by $2.50.

If at any time, however, Cash Value multiplied by the limitation percentage
is less than the Face Amount plus the Cash Value, then the Life Insurance
Benefit will be the Face Amount plus the Cash Value of the Policy.

OPTION 3. The Life Insurance Benefit is equal to the greater of the Face
Amount plus cumulative premiums paid less cumulative partial withdrawals, or the
corridor percentage times the Cash Value. Accordingly, under Option 3, the
amount of Life Insurance Benefit will always vary with the premiums paid and
partial withdrawals taken, and may vary as the Cash Value varies.

ILLUSTRATION OF OPTION 3. For purposes of this illustration, assume that
the Insured is under the age of 40, that there is no outstanding indebtedness,
and that the Guideline Premium Test is chosen. Under Option 3, a Policy with a
Face Amount of $50,000 will generally pay a Life Insurance Benefit of $50,000
plus premiums. Thus, for example, a Policy with premiums paid of $10,000 will
have a Life Insurance Benefit of $60,000 ($50,000 + $10,000). The Life Insurance
Benefit under the Guideline Premium Test, however, must

30
<PAGE> 33

be at least 250% of Cash Value. As a result, if the Cash Value of the Policy
exceeds $24,000, the Life Insurance Benefit will be greater than the Face Amount
plus Cash Value. Each additional dollar of Cash Value above $24,000 will
increase the Life Insurance Benefit by $2.50. Similarly, any time Cash Value
exceeds $24,000, each dollar taken out of Cash Value will reduce the Life
Insurance Benefit by $2.50.

LIMITATION PERCENTAGES TABLE -- GUIDELINE PREMIUM TEST

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
------------ ----------
<S> <C>
0-40................. 250
41................... 243
42................. 236
43................. 229
44................. 222
45................. 215
46................. 209
47................. 203
48................. 197
49................. 191
50................. 185
51................. 178
52................. 171
53................. 164
54................. 157
55................. 150
56................. 146
57................. 142
58................. 138
</TABLE>

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
------------ ----------
<S> <C>
59................. 134
60................. 130
61................. 128
62................. 126
63................. 124
64................. 122
65................. 120
66................. 119
67................. 118
68................. 117
69................. 116
70................. 115
71................. 113
72................. 111
73................. 109
74................. 107
75................. 105
76................. 105
77................. 105
</TABLE>

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
------------ ----------
<S> <C>
78................. 105
79................. 105
80................. 105
81................. 105
82................. 105
83................. 105
84................. 105
85................. 105
86................. 105
87................. 105
88................. 105
89................. 105
90................. 105
91................. 104
92................. 103
93................. 102
94-99................ 101
100 and older........ 100
</TABLE>

31
<PAGE> 34

LIMITATION PERCENTAGES TABLE -- CASH VALUE ACCUMULATION TEST

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
- --------------------- --------------
MALE FEMALE
---- ------
<S> <C> <C>
20................... 631 751
21................... 612 727
22................... 595 704
23................... 577 681
24................... 560 659
25................... 542 638
26................... 526 617
27................... 509 597
28................... 493 578
29................... 477 559
30................... 462 541
31................... 447 523
32................... 432 506
33................... 418 489
34................... 404 473
35................... 391 458
36................... 379 443
37................... 366 428
38................... 355 414
39................... 343 401
40................... 332 388
41................... 322 376
42................... 312 364
43................... 302 353
44................... 293 342
45................... 284 332
46................... 275 322
</TABLE>

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
- --------------------- --------------
MALE FEMALE
---- ------
<S> <C> <C>
47................... 267 312
48................... 259 303
49................... 251 294
50................... 244 285
51................... 237 276
52................... 230 268
53................... 224 261
54................... 218 253
55................... 212 246
56................... 206 239
57................... 201 232
58................... 195 226
59................... 190 219
60................... 186 213
61................... 181 207
62................... 177 201
63................... 172 196
64................... 168 191
65................... 164 186
66................... 161 181
67................... 157 176
68................... 154 172
69................... 151 167
70................... 148 163
71................... 145 159
72................... 142 155
73................... 140 152
</TABLE>

<TABLE>
<CAPTION>
INSURED'S
ATTAINED AGE
ON POLICY LIMITATION
ANNIVERSARY PERCENTAGE
- --------------------- --------------
MALE FEMALE
---- ------
<S> <C> <C>
74................... 137 148
75................... 135 145
76................... 133 142
77................... 131 139
78................... 129 136
79................... 127 134
80................... 125 131
81................... 124 129
82................... 122 127
83................... 121 125
84................... 119 123
85................... 118 121
86................... 117 119
87................... 116 118
88................... 115 117
89................... 114 115
90................... 113 114
91................... 112 113
92................... 111 111
93................... 110 110
94................... 109 109
95................... 107 108
96................... 106 106
97................... 105 105
98................... 103 103
99................... 102 102
100.................. 100 100
</TABLE>

CHOOSING A LIFE INSURANCE BENEFIT OPTION. As described above and assuming
the Life Insurance Benefit is not determined by reference to the limitation
percentage, Option 1 will provide a Face Amount of Life Insurance Benefit which
does not vary with changes in Cash Value. Thus, under Option 1, as Cash Value
increases, Western Reserve's net amount at risk under the Policy will decline.
In contrast, Option 2 involves a constant net amount at risk, assuming that the
Life Insurance Benefit is not determined by reference to the limitation
percentage. The net amount at risk under the Policy for Option 3 is dependent
upon the amount and timing of premiums paid. Consequently, there is no
generalized pattern as with Options 1 and 2. Therefore, assuming sufficiently
positive investment experience, the deduction for cost of insurance under a
Policy with an Option 1 Life Insurance Benefit will be less than under a
corresponding Policy with an Option 2 or 3 Life Insurance Benefit. Because of
this, if investment performance is positive, Cash Value under Option 1 will
increase faster than under Options 2 or 3 but the total Life Insurance Benefit
under Options 2 or 3 will generally be greater. Thus, Option 1 could be
considered more suitable for Owners whose goal is increasing Cash Value based
upon positive investment experience while Options 2 and 3 could be considered
more suitable for Owners whose goal is increasing total Life Insurance Benefit.

CHANGING THE LIFE INSURANCE BENEFIT OPTION. Generally, the Life Insurance
Benefit Option in effect may be changed by the Owner after the first Policy Year
by sending Western Reserve a written request for change. Western Reserve may
require proof of insurability. A change in Life Insurance Benefit Option may
have Federal income tax consequences. Under Western Reserve's current rules, no
change may be made if it would result in a Face Amount less than the minimum
Face Amount set forth in the Policy, or if the Policy would

32
<PAGE> 35

not continue to qualify as life insurance as defined under Section 7702 of the
Code. The effective date of any change will be the Monthly Deduction Day on or
after Western Reserve approves the request. No charges will be imposed for
making a change in Life Insurance Benefit Option. If the Life Insurance Benefit
Option is changed from Option 2 to Option 1, the Face Amount will be increased
by an amount equal to the Cash Value on the effective date of change. If the
Life Insurance Benefit Option is changed from Option 1 to Option 2, the Face
Amount will be decreased by an amount equal to the Cash Value on the effective
date of the change. If the Life Insurance Benefit Option is changed from Option
3 to Option 1, the Face Amount will be increased by the sum of the premiums paid
less the sum of partial withdrawals. If the Life Insurance Benefit Option is
changed from Option 1 to Option 3, the Face Amount will be decreased by the sum
of the premiums paid less the sum of partial withdrawals. Western Reserve will
not allow changes between Options 2 and 3.

HOW LIFE INSURANCE BENEFITS MAY VARY IN AMOUNT. As long as the Policy
remains in force, Western Reserve guarantees that the Life Insurance Benefit
will never be less than the Face Amount of the Policy. These proceeds will be
reduced by any outstanding indebtedness and any due and unpaid charges. The Life
Insurance Benefit may, however, vary with the Policy's Cash Value. Under Option
1, the Life Insurance Benefit will only vary when the Cash Value multiplied by
the limitation percentage exceeds the Face Amount of the Policy. The Life
Insurance Benefit under Option 2 will always vary with the Cash Value because
the Life Insurance Benefit equals either the Face Amount plus the Cash Value or
the limitation percentage times the Cash Value. The Life Insurance Benefit under
Option 3 will always vary with the premiums paid and partial withdrawals taken
and will also vary whenever the Cash Value multiplied by the limitation
percentage exceeds the Face Amount plus cumulative premiums paid less cumulative
partial withdrawals.

CHANGING THE FACE AMOUNT. Subject to certain limitations, an Owner may
increase or decrease the Face Amount of a Policy. A change in Face Amount may
affect the net amount at risk, which may affect an Owner's cost of insurance
charge. A change in Face Amount could also have Federal income tax consequences.

DECREASES. Any decrease in the Face Amount will become effective on the
Monthly Deduction Day on or following receipt of a written request from the
Owner by Western Reserve at the Administrative Office. No requested decrease in
the Face Amount will be permitted during the first Policy Year. The Face Amount
remaining in force after any requested decrease may not be less than $25,000.
If, following the decrease in Face Amount, the Policy would not comply with the
maximum premium limitations required by Federal tax law, the decrease may be
limited to the extent necessary to meet these requirements.

INCREASES. For an increase in the Face Amount, written application must be
submitted. Western Reserve will also require that additional evidence of
insurability be submitted. Western Reserve reserves the right to decline any
increase request. Any increase will become effective on the Monthly Deduction
Day after Western Reserve approves the request for the increase. No increase in
the Face Amount will be permitted during the first Policy Year. An increase need
not be accompanied by an additional premium, but there must be sufficient Net
Cash Value to cover the next monthly deduction after the increase becomes
effective.

DURATION OF THE POLICY

The Policy's duration depends upon the Net Cash Value. The Policy will
remain in force so long as the Net Cash Value is sufficient to pay the monthly
deduction. If the Net Cash Value is insufficient to pay the monthly deduction,
and a Late Period expires without an adequate payment by the Owner, the Policy
will lapse and terminate without value.

WHEN INSURANCE COVERAGE TAKES EFFECT

No life insurance coverage shall take effect unless the proposed Insured is
alive, in the same condition of health as described in the application when the
Policy is delivered to the Owner, and the full initial premium is paid.

33
<PAGE> 36

PAYMENT OPTIONS

The Policy offers a variety of optional ways of receiving proceeds under
the Policy, other than in a lump sum. Any agent authorized to sell the Policy
can explain these options upon request. None of these options vary with the
investment performance of a separate account.

CHARGES AND DEDUCTIONS

The following charges will apply to your Policy under the circumstances
described. The charges are for the services and benefits provided, costs and
expenses incurred and risks assumed by Western Reserve in connection with the
Policies, some of which are described below.

Services and benefits provided by Western Reserve include:

- the Life Insurance Benefits, cash and loan benefits provided by the
Policy;

- investment options, including Net Premium allocations;

- administration of elective options under the Policy; and

- the distribution of reports to Owners.

Costs and expenses Western Reserve incurs include:

- those associated with underwriting applications and changes in Face
Amount and riders;

- various overhead and other expenses associated with providing the
services and benefits relating to the Policy;

- sales and marketing expenses; and

- other costs of doing business, such as federal, state and local
premium and other taxes and fees.

Risks assumed by Western Reserve include the risks that:

- Insureds may live for a shorter period of time than estimated
resulting in the payment of greater Life Insurance Benefits than
expected; and

- the costs of providing the services and benefits under the Policies
will exceed the charges deducted.

PERCENT OF PREMIUM LOAD

Western Reserve deducts certain expenses at the time you make premium
payments. Western Reserve then allocates the remainder of each premium (the Net
Premium) to the Subaccounts as you direct. The expenses deducted from your
premium are intended to compensate Western Reserve for sales expenses and
federal and state tax charges. Premium tax charges imposed by different states
range from 0.0% to 3.5% of premiums.

During the first Policy Year, Western Reserve deducts 11.5% of each premium
received up to the Target Premium, and 3.0% of each premium received in excess
of the Target Premium. During Policy Years 2-7, Western Reserve deducts 11.5% of
each premium received up to the Target Premium, and 7.5% of each premium
received in excess of the Target Premium. After Policy Year 7, Western Reserve
deducts 4.5% of all premiums received. Under most circumstances, the Target
Premium is the maximum premium an Owner can pay in a Policy Year without the
Policy becoming a Modified Endowment Contract. Premiums paid in excess of the
Target Premium may have adverse tax consequences. (See Federal Tax
Considerations -- Tax Treatment of Policy Benefits, p. 37)

Since 3.0% is deducted from each premium in excess of the Target Premium
received by Western Reserve during the first Policy Year, it may be advantageous
to pay such premiums during the first Policy Year rather than after the first
Policy Year when a higher percentage is deducted from premiums in excess of

34
<PAGE> 37

the Target Premium. However, higher premium amounts paid during the first Policy
Year will result in higher amounts being subject to the deferred sales charge in
Policy Years 2 through 7 (See Deferred Sales Charge, below.) An Owner deciding
the appropriate amount and timing of premium payments should consider the
combined effect of the percent of premium load and the deferred sales charge.

PREMIUM LOAD REFUND AT SURRENDER. If the Owner surrenders the Policy during
the first three Policy Years, Western Reserve will refund a portion of the
Percent of Premium Load charged against the premium payments made in the Policy
Year of surrender. Western Reserve will refund 6.0% of the premium paid up to
the Target Premium and 3.0% of the premium paid in excess of the Target Premium.
The refund only applies to premiums paid in the Policy Year of the surrender,
not to all premiums paid since issue. The refund is available only for
surrenders occurring in the first three Policy Years, and is not available for
partial withdrawals or Policy loans.

DEFERRED SALES CHARGE

On each Policy Anniversary during Policy Years 2 through 7, Western Reserve
deducts from the Cash Value a deferred sales charge equal to 1.5% of premiums
paid up to the Target Premium during the first Policy Year to compensate Western
Reserve for a portion of Policy sales expenses. On each Policy Anniversary
during Policy Years 2 through 7, Western Reserve also deducts a deferred sales
charge equal to 1% of the amount of any decrease in excess premium (not
including Section 1035 monies) received in Policy Years 2-7 from the excess
premium received in the first Policy Year. If the Policy is surrendered, this
charge is not deducted for Policy Anniversaries not yet reached.

MONTHLY DEDUCTIONS

Western Reserve deducts the charges listed below from your Cash Value as of
the Effective Date and on each Monthly Deduction Day. The deductions are made
from the Subaccounts in the same proportion that the Subaccount Value in each
Subaccount bears to the total Cash Value as of the Monthly Deduction Day. The
monthly deduction consists of

(1) a monthly Policy charge,

(2) the monthly cost of insurance charge,

(3) the cost of any supplemental benefits provider by riders, and

(4) a factor representing the mortality and expense risk charge.

MONTHLY POLICY CHARGE. During the first Policy Year, the monthly Policy
charge is $16.50 per month. During subsequent Policy Years, the monthly Policy
charge currently is $4 per month and is guaranteed not to exceed $10 per month.
The monthly Policy charge is paid to Western Reserve for performing
administrative services relating to the Policy.

MONTHLY COST OF INSURANCE CHARGE. The monthly cost of insurance charge
compensates Western Reserve for the anticipated cost of paying the amount of the
Life Insurance Benefit that exceeds your Cash Value upon the death of the
Insured. The cost of insurance charge is calculated monthly, and depends on a
number of variables that cause the charge to vary from Policy to Policy and from
Monthly Deduction Day to Monthly Deduction Day. The cost of insurance charge is
calculated for the Face Amount at issue and for any increase in Face Amount. The
monthly cost of insurance charge is equal to (1) multiplied by the result of (2)
minus (3), where:

(1) is the monthly cost of insurance rate per $1,000 of insurance;

(2) is the number of thousands of Life Insurance Benefit for the Policy
(as defined in the applicable Option 1, Option 2 or Option 3)
divided by 1.0032737; and

(3) is the number of thousands of Cash Value as of the Monthly Deduction
Day (before this cost of insurance, and after the mortality and
expense risk charge, any applicable Policy charge and the cost of
any riders are subtracted).

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The monthly cost of insurance rate for a Policy is based on the sex,
Attained Age, risk class, and number of years that the Policy or increment of
Face Amount has been in force. Western Reserve reviews monthly cost of insurance
rates on an ongoing basis (at least once every year) based on its expectations
as to future mortality experience, investment earnings, persistency, taxes and
other expenses. Any changes in cost of insurance rates are made on a uniform
basis for Insureds of the same class as defined by sex, Attained Age, risk
class, and Policy duration. Western Reserve guarantees that the cost of
insurance rates used to calculate the monthly cost of insurance charge will not
exceed the Guaranteed Maximum Cost of Insurance Rates set forth in the Policy.

In connection with the cost of insurance rates guaranteed in the Policy,
Western Reserve places Insureds into standard tobacco and standard non-tobacco
risk classes. The guaranteed rates for standard classes are based on the 1980
Commissioners' Standard Ordinary Mortality Tables, Male or Female, Tobacco or
Non-Tobacco Mortality Rates ("1980 CSO Tables"). The guaranteed rates for
substandard classes are based on multiples of or additions to the 1980 CSO
Tables. In connection with current cost of insurance rates, Western Reserve
places Insureds into the following risk classes: age, sex, tobacco habit and
health status, medical issue, simplified issue and guaranteed issue.

Cost of insurance rates (whether guaranteed or current) for an Insured in a
non-tobacco class are less than or equal to rates for an Insured of the same age
and sex in a tobacco class. Cost of insurance rates (whether guaranteed or
current) for an Insured in a non-tobacco or tobacco standard class are generally
lower than guaranteed rates for an Insured of the same age and sex and tobacco
status in a substandard class.

Western Reserve does, however, also offer Policies based on unisex
mortality tables if required by state law. Employers and employee organizations
considering purchase of a Policy should consult with their legal advisors to
determine whether purchase of a Policy based on sex-distinct actuarial tables is
consistent with Title VII of the Civil Rights Act of 1964 or other applicable
law. Upon request, Western Reserve may offer Policies with unisex mortality
tables to such prospective purchasers.

SUPPLEMENTAL BENEFIT (RIDER) CHARGES. If any additional benefits are added
to your Policy, Western Reserve will deduct charges for these benefits as part
of the monthly deduction.

MORTALITY AND EXPENSE RISK CHARGE. Western Reserve deducts a monthly
charge from the Cash Value to compensate it for mortality and expense risks that
it assumes under the Policy. In Policy Years 1-15, the monthly charge is
equivalent to an effective annual rate of 0.25%. In Policy Years 16-30, the
monthly charge is equivalent to an effective annual rate of 0.15%. In subsequent
Policy Years, the monthly charge is equivalent to an effective annual rate of
0.10%. The charge is calculated as a percentage of the average Cash Value on
each Valuation Day during the Policy Month preceding the Monthly Deduction Day.
The guaranteed rate for this charge is equivalent to an effective annual rate of
0.90%.

The mortality risk that Western Reserve assumes is the risk that Insureds,
as a group, will live for a shorter period of time than Western Reserve
estimated when it established the guaranteed costs of insurance rates in the
Policy. Because of these guarantees, each Owner is assured that the morbidity of
a particular Insured will not have an adverse effect on the Life Insurance
Benefit Proceeds that a Beneficiary would receive. The expense risk that Western
Reserve assumes is the risk that the monthly Policy charge (and any transfer
charge imposed) may be insufficient to cover the actual expenses of
administering the Policies. Western Reserve may make a profit from the mortality
and expense risk charge, and may use such profit for any lawful purpose
including paying distribution expenses.

ADMINISTRATIVE CHARGES

PARTIAL WITHDRAWAL CHARGE. After the first Policy Year, you may apply for
a partial withdrawal. On each partial withdrawal, Western Reserve imposes a
processing charge equal to the lesser of $25 or 2% of the amount requested.
Western Reserve deducts this charge on a pro-rata basis from the Subaccounts
unless you provide other instructions.

TRANSFER CHARGE. The first 12 transfers during each Policy Year are free.
Western Reserve reserves the right to assess a transfer charge of $25 for each
transfer in excess of 12 during a Policy Year. For the purposes

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of assessing the transfer charge, each written request of transfer is considered
to be one transfer, regardless of the number of Subaccounts affected by the
transfer. Western Reserve deducts the transfer charge from the amount being
transferred. Transfers due to automatic asset rebalancing, loans or the
expiration of the free-look period do not count as transfers for the purpose of
assessing this charge.

PORTFOLIO EXPENSES

The value of the net assets of each Subaccount reflects the investment
advisory fees and other expenses incurred by the corresponding Portfolio in
which the Subaccount invests. See the prospectuses for the Portfolios and the
Summary of this prospectus for further information on these fees and expenses.

OTHER POLICY PROVISIONS AND BENEFITS

OWNERSHIP

GENERAL. The Policy belongs to the Owner named in the application. An
Owner may exercise all of the rights and options described in the Policy. The
Insured is the Owner unless the application specifies a different person as
Owner.

CHANGING THE OWNER. The Owner may change the Owner by providing written
notice to Western Reserve at any time while the Insured is alive and the Policy
is in force. A change of ownership is effective as of the date that the written
notice is signed; however, Western Reserve is not liable for payments it makes
before it receives a written notice of a change in ownership. Changing the Owner
does not automatically change the Beneficiary. A change in Owner may have
significant tax consequences. You should consult a tax advisor before changing
an Owner.

SELECTING THE BENEFICIARY. The Owner designates the Beneficiary in the
application. Any Beneficiary designation is revocable unless otherwise stated in
the designation. Where more than one Beneficiary is designated, each Beneficiary
shares in any Life Insurance Benefit Proceeds equally unless the Beneficiary
designation states otherwise.

CHANGING THE BENEFICIARY. The Owner may change the Beneficiary by
providing a written notice to Western Reserve at any time while the Insured is
alive and the Policy is in force. Any change of Beneficiary is effective as of
the date the written notice is signed by the Owner but Western Reserve is not
liable for any payments it makes under the Policy prior to the time it receives
written notice of any Beneficiary change.

ASSIGNMENT

While the Insured is living, the Owner may assign his or her rights under
this Policy. Western Reserve is not bound by the assignment unless it receives a
duplicate of the original assignment at the Administrative Office. Western
Reserve is not responsible for the validity or sufficiency of any assignment and
is not liable for any payment it makes before receipt of the duplicate original
assignment. The Owner will maintain any rights of ownership that have not been
assigned. An assignee may not change the Owner or the Beneficiary, and may not
elect or change an optional method of payment. Any amount payable to the
assignee will be paid in one sum. Any claim under any assignment is subject to
proof of interest and the extent of the assignment. An assignment is subject to
any Loan Amount.

WESTERN RESERVE'S RIGHT TO CONTEST THE POLICY

Western Reserve has the right to contest the validity of the Policy or to
resist a claim under it on the basis of any material misrepresentation of a fact
stated in the application or any supplemental application. Western Reserve also
has the right to contest the validity of any increase of Face Amount or other
change to the Policy on the basis of any material misrepresentation of a fact
stated in the application (or supplemental application) for such increase in
coverage or change. In issuing this Policy, Western Reserve relies on all
statements made by or for the Insured in the application or in a supplemental
application. In the absence of fraud, Western Reserve considers statements made
in the application(s) to be representations and not warranties.

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In the absence of fraud, Western Reserve cannot bring any legal action to
contest the validity of the Policy after it has been in force during the
lifetime of the Insured for two years from the Effective Date, or if reinstated,
for two years from the date of reinstatement. Likewise, Western Reserve cannot
contest any increase in coverage effective after the Effective Date, or any
reinstatement thereof, after such increase or reinstatement has been in force
during the lifetime of the Insured for two years from its effective date.

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within two years of
the Effective Date, Western Reserve's liability is limited to an amount equal to
the premiums paid, less any indebtedness and less any partial withdrawals paid.
Western Reserve will pay this amount to the Beneficiary in one sum.

If the Insured commits suicide, while sane or insane, within two years from
the effective date of any increase in Face Amount or additional coverage rider,
Western Reserve's liability with respect to that increase is limited to an
amount equal to the cost of insurance attributable to the increase from the
effective date of the increase to the date of death.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been stated incorrectly in the
application or any supplemental application, Western Reserve will adjust the
Life Insurance Benefit and any benefits provided by rider or endorsement it pays
under this Policy to the amount that would have been payable at the correct age
and sex based on the most recent deduction for cost of insurance and the cost of
any benefits provided by rider or endorsement. If the age of the Insured has
been overstated or understated, Western Reserve will calculate future monthly
deductions using the cost of insurance (and the cost of benefits provided by
rider or endorsement) based on the Insured's correct age and sex.

MODIFICATION OF THE POLICY

Only the President, one of the Vice Presidents, Secretary or an officer of
Western Reserve may modify this Policy or waive any of Western Reserve's rights
or requirements under this Policy. Any modification or waiver must be in
writing. No agent may bind Western Reserve by making any promise not contained
in this Policy.

Upon notice to the Owner, Western Reserve may modify the Policy to:

1. conform the Policy, Western Reserve's operations, or the Separate
Account's operations to the requirements of any law (or regulation
issued by a government agency) to which the Policy, Western Reserve
or the Separate Account is subject;

2. assure continued qualification of the Policy as a life insurance
contract under the Code; or

3. reflect a change (permitted by the Policy) in the Separate Account's
operation.

In the event of any such modification, Western Reserve will make
appropriate endorsements to the Policy. If any provision of the Policy conflicts
with the laws of a jurisdiction that govern the Policy, the Policy provides that
such provision be deemed to be amended to conform with such laws.

PAYMENTS BY WESTERN RESERVE

Western Reserve usually pays the amounts of any surrender, partial
withdrawals, Life Insurance Benefit Proceeds, or settlement options within seven
business days after receipt of all applicable written notices and/or due proofs
of death. However, Western Reserve can postpone such payments if:

1. the NYSE is closed, other than customary weekend and holiday
closing, or trading on the NYSE is restricted as determined by the
SEC; or

2. the SEC permits, by an order, the postponement for the protection of
Owners; or

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<PAGE> 41

3. the SEC determines that an emergency exists that would make the
disposal of securities held in the Separate Account or the
determination of their value not reasonably practicable.

If a recent check or draft has been submitted, Western Reserve has the
right to defer payment of surrenders, partial withdrawals, Life Insurance
Benefit Proceeds, or payments under a settlement option until such check or
draft has been honored.

REPORTS TO OWNERS

Within 30 days after each Policy Anniversary, or more often as required by
law, Western Reserve will mail to Owners at their last known address a report
showing the following items as of the end of the report period:

1. the period covered by the report;

2. the current Cash Value and Net Cash Value;

3. the current Subaccount Values, and Loan Account Value;

4. the current Loan Amount;

5. any premium payments, partial withdrawals, or surrenders made, Life
Insurance Benefit Proceeds paid and charges deducted since the last
report;

6. current Net Premium allocations; and

7. any other information required by law.

Owners may request additional copies of reports from Western Reserve, but
Western Reserve reserves the right to charge a fee for such additional copies.
In addition, Western Reserve will send written confirmations of premium payments
and other financial transactions requested by Owners. Owners will also be sent
copies of the annual and semi-annual report to shareholders for each Portfolio
in which they are indirectly invested.

CLAIMS OF CREDITORS

Except as described in the Assignment section above, payments Western
Reserve makes under the Policy are, to the extent permitted by law, exempt from
the claims, attachments, or levies of any creditors.

DIVIDENDS

The Policy is a non-participating policy on which no dividends are payable.

SUPPLEMENTAL BENEFITS AND/OR RIDERS

The following supplemental benefits and/or riders are available and may be
added to a Policy. Monthly charges for these benefits and/or riders are deducted
from Cash Value as part of the monthly deduction. The supplemental benefits
and/or riders available with the Policies provide fixed benefits that do not
vary with the investment experience of the Separate Account.

Term Insurance Rider. The Term Insurance Rider provides term insurance
coverage for the Insured on a basis different from the coverage provided under
the Policy. The Term Insurance Rider may be purchased at the time of application
for the Policy or after the Policy is issued. The Term Insurance Rider increases
the death benefit provided under the Policy by the Face Amount of the rider. The
Term Insurance Rider terminates at age 100. Owners may reduce or cancel coverage
under the Term Insurance Rider separately from reducing the Face Amount of a
Policy. Likewise, the Face Amount of a Policy may be decreased, subject to
certain minimums, without reducing the coverage under the Term Insurance Rider.

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Western Reserve reserves the right to discontinue the availability of any
riders for new Policies at any time, and also reserves the right to modify the
terms of any riders for new Policies, subject to approval by the state insurance
departments.

FEDERAL TAX CONSIDERATIONS

INTRODUCTION

The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all tax situations. This discussion is not intended as tax
advice. Counsel or other competent tax advisors should be consulted for more
complete information. This discussion is based upon Western Reserve's
understanding of the present Federal income tax laws. No representation is made
as to the likelihood of continuation of the present Federal income tax laws or
as to how they may be interpreted by the Internal Revenue Service.

TAX STATUS OF THE POLICY

In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a life insurance policy must satisfy certain
requirements which are set forth in the Internal Revenue Code. Guidance as to
how these requirements are to be applied is limited. Nevertheless, Western
Reserve believes that Policies issued on the basis of a standard rate class
should satisfy the applicable requirements. There is less guidance, however,
with respect to Policies issued on a substandard basis and it is not clear
whether such Policies will in all cases satisfy the applicable requirements. If
it is subsequently determined that a Policy does not satisfy the applicable
requirements, Western Reserve may take appropriate steps to bring the Policy
into compliance with such requirements and Western Reserve reserves the right to
modify the Policy as necessary in order to do so.

In certain circumstances, owners of variable life insurance policies have
been considered for Federal income tax purposes to be the owners of the assets
of separate accounts supporting their contracts due to their ability to exercise
investment control over those assets. Where this is the case, the policyowners
have been currently taxed on income and gains attributable to variable account
assets. There is little guidance in this area, and some features of the Policy,
such as the flexibility of Owners to allocate premium payments and policy
values, have not been explicitly addressed in published rulings. While Western
Reserve believes that the Policy does not give Owners investment control over
Separate Account assets, we reserve the right to modify the Policy as necessary
to prevent the Owner from being treated as the owner of the Separate Account
assets supporting the Policy.

In addition, the Code requires that the investments of the Subaccounts be
"adequately diversified" in order for the policy to be treated as a life
insurance contract for Federal income tax purposes. It is intended that the
Subaccounts, through the Portfolios, will satisfy these diversification
requirements.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL. Western Reserve believes that the death benefit under a Policy
should be excludible from the gross income of the beneficiary. Federal, state
and local estate, inheritance, transfer, and other tax consequences of ownership
or receipt of Policy proceeds depend on the circumstances of each Owner or
beneficiary. A tax advisor should be consulted on these consequences.

Generally, an Owner will not be deemed to be in constructive receipt of the
Cash Value until there is a distribution. When distributions from a Policy
occur, or when loans are taken out from or secured by a Policy, the tax
consequences depend on whether the Policy is classified as a "modified endowment
contract."

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MODIFIED ENDOWMENT CONTRACTS. Under the Internal Revenue Code, certain
life insurance contracts are classified as "modified endowment contracts," with
less favorable tax treatment than other life insurance contracts. Due to the
flexibility of the Policy as to premium payments and benefits, the individual
circumstances of each Policy will determine whether it is classified as a
modified endowment contract. The rules are too complex to be summarized here,
but generally depend on the amount of premium payments made during the first
seven Policy Years. Certain changes in a Policy after it is issued could also
cause it to be classified as a modified endowment contract. A current or
prospective Owner should consult with a competent advisor to determine whether a
Policy transaction will cause the Policy to be classified as a modified
endowment contract.

DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT
CONTRACTS. Policies classified as modified endowment contracts are subject to
the following tax rules:

(1) All distributions other than death benefits from a modified
endowment contract, including distributions upon surrender and withdrawals,
will be treated first as distributions of gain taxable as ordinary income
and as tax-free recovery of the Owner's investment in the policy only after
all gain has been distributed.

(2) Loans taken from or secured by a Policy classified as a modified
endowment contract are treated as distributions and taxed accordingly.

(3) A 10 percent additional income tax is imposed on the amount
subject to tax except where the distribution or loan is made when the Owner
has attained age 59 1/2 or is disabled, or where the distribution is part
of a series of substantially equal periodic payments for the life (or life
expectancy) of the Owner or the joint lives (or joint life expectancies) of
the Owner and the Owner's beneficiary or designated beneficiary.

DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS. Distributions other than death benefits from a Policy that
is not classified as a modified endowment contract are generally treated first
as a recovery of the Owner's investment in the Policy and only after the
recovery of all investment in the Policy as taxable income. However, certain
distributions which must be made in order to enable the Policy to continue to
qualify as a life insurance contract for Federal income tax purposes if Policy
benefits are reduced during the first 15 policy years may be treated in whole or
in part as ordinary income subject to tax.

The tax consequences of loans from or secured by a Policy that is not a
modified endowment contract may be uncertain. You should consult a tax advisor
before taking out a Policy loan.

Finally, neither distributions from nor loans from or secured by a Policy
that is not a modified endowment contract are subject to the 10 percent
additional income tax.

INVESTMENT IN THE POLICY. Your investment in the Policy is generally your
aggregate premiums. When a distribution is taken from the Policy, your
investment in the Policy is reduced by the amount of the distribution that is
tax-free.

POLICY LOAN INTEREST. In general, interest on a Policy loan will not be
deductible.

MULTIPLE POLICIES. All modified endowment contracts that are issued by
Western Reserve (or its affiliates) to the same Owner during any calendar year
are treated as one modified endowment contract for purposes of determining the
amount includible in the Owner's income when a taxable distribution occurs.

OTHER POLICY OWNER TAX MATTERS. Businesses can use the Policy in various
arrangements, including nonqualified deferred compensation or salary continuance
plans, split dollar insurance plans, executive bonus plans, tax exempt and
nonexempt welfare benefit plans, retiree medical benefit plans and others. The
tax consequences of such plans may vary depending on the particular facts and
circumstances. If you are purchasing the Policy for any arrangement the value of
which depends in part on its tax consequences, you should consult a qualified
tax advisor. In recent years, moreover, Congress has adopted new rules relating
to life insurance owned by businesses, and the Administration has recently
proposed legislation that would

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further affect life insurance owned by businesses and non-natural person. Any
business or non-natural person contemplating the purchase of a new Policy or a
change in an existing Policy should consult a tax advisor.

POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative changes is uncertain, there is
always the possibility that the tax treatment of the Policy could change by
legislation or otherwise. Consult a tax advisor with respect to legislative
developments and their effect on the Policy.

POSSIBLE CHARGES FOR WESTERN RESERVE'S TAXES

At the present time, Western Reserve makes no charge for any Federal, state
or local taxes (other than the charge for state premium taxes) that may be
attributable to the Subaccounts or to the policies. Western Reserve reserves the
right to charge the Subaccounts for any future taxes or economic burden Western
Reserve may incur.

OTHER INFORMATION ABOUT THE POLICIES AND WESTERN RESERVE

SALE OF THE POLICIES

The Policy will be sold by individuals who, in addition to being licensed
as life insurance agents for Western Reserve, are also registered
representatives of AFSG Securities Corporation ("AFSG"), the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements with the principal underwriter. AFSG, which is located at 4333
Edgewood Road, N.E., Cedar Rapids, Iowa 52499 was incorporated in Pennsylvania
on March 12, 1986, is registered with the SEC under the Securities Exchange Act
of 1934 as a broker-dealer, and is a member of the National Association of
Securities Dealers, Inc. No amounts will be retained by AFSG for acting as
principal underwriter for the Policies. The maximum sales commission payable to
Western Reserve agents or other registered representatives will be approximately
14% of all premiums up to the Target Premium and 3% of all premiums in excess
thereof. In addition, certain production, persistency and managerial bonuses may
be paid.

VOTING PRIVILEGES

Western Reserve is the legal owner of shares held by the Subaccounts and as
such has the right to vote on all matters submitted to shareholders of the
Portfolios. However, as required by law, Western Reserve votes Portfolio shares
held in the Subaccounts at regular and special shareholder meetings of the
Portfolios in accordance with instructions received from persons having voting
interests in the corresponding Subaccounts.

The number of votes that an Owner has the right to instruct is calculated
separately for each Subaccount, and may include fractional votes. While the
Insured is still living and the Policy is in force, an Owner holds a voting
interest in each Subaccount to which Net Premiums are allocated. For each Owner,
the number of votes attributable to a Subaccount is determined by dividing the
Owner's Subaccount Value by the net asset value per share of the Portfolio in
which that Subaccount invests. The net asset value per share of each Portfolio
is the value for each share of a Portfolio on any Valuation Day. The method of
computing the net asset value per share is described in the prospectuses for the
Portfolios.

The number of votes available to an Owner or person receiving payments
under the Policy is determined as of the date coinciding with the date
established by the Portfolio for determining shareholders eligible to vote at
the relevant meeting of the Portfolio's shareholders. Voting instructions will
be solicited by written communication prior to such meeting in accordance with
procedures established for the Portfolio. Each Owner or other person having a
voting interest in a Subaccount will receive proxy materials and reports
relating to any meeting of shareholders of the Portfolio in which that
Subaccount invests.

Portfolio shares as to which no timely instructions are received and shares
held by Western Reserve in a Subaccount as to which no Owner or other person has
a beneficial interest are voted in proportion to the voting instructions that
are received with respect to all Policies participating in that Subaccount.
Voting instructions

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to abstain on any item to be voted upon will be applied to reduce the total
number of votes eligible to be cast on a matter. Certain actions affecting the
Separate Account may require Owner approval. In that case, an Owner will be
entitled to vote in proportion to his or her Subaccount Value.

Western Reserve may, if required by state insurance regulators, disregard
voting instructions if such instructions would require Portfolio shares to be
voted so as to cause a change in sub-classification or investment objectives of
a Portfolio, or to approve or disapprove an investment management agreement or
an investment advisory agreement. In addition, Western Reserve may under certain
circumstances disregard voting instructions that would require changes in an
investment management agreement, investment manager, an investment advisory
agreement or an investment adviser of a Portfolio, provided that Western Reserve
reasonably disapproves of such changes in accordance with applicable regulations
under the 1940 Act. If Western Reserve ever disregards voting instructions, you
will be advised of that action and of the reasons for such action in the next
semi-annual report for the appropriate Portfolio.

WESTERN RESERVE'S DIRECTORS AND EXECUTIVE OFFICERS

Western Reserve is managed by a board of directors. The following table
sets forth the name, address and principal occupations during the past five
years of each of Western Reserve's directors and executive officers.

JOHN R. KENNEY(1), CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE
OFFICER AND PRESIDENT. Chairman of the Board of Directors (1987 -- present) and
Chief Executive Officer (1982 -- present), President (1978 -- 1987 and December,
1992 -- present), Director (1978 -- present), Western Reserve Life Assurance Co.
of Ohio; Chairman of the Board of Directors (1985 -- present), President (March,
1993 -- present), WRL Series Fund, Inc.; Chairman of the Board (September,
1996 -- present), WRL Investment Management, Inc.; Chairman of the Board
(September, 1996 -- present), WRL Investment Services, Inc.; Chairman of the
Board of Directors (February, 1997 -- present), AEGON Asset Management Services,
Inc., Largo, Florida; Chairman of the Board of Directors and Chief Executive
Officer (1988 -- February, 1991), President (1988 -- 1989), Director
(1976 -- February, 1991), Executive Vice President (1972 -- 1988), Pioneer
Western Corporation (financial services), Largo, Florida; Trustee
(1987 -- present), Chairman (December, 1989 to September, 1990 and November,
1990 to present) and President and Chief Executive Officer (November, 1986 to
September, 1990), IDEX Mutual Funds, of St. Petersburg, Florida.

ALAN M. YAEGER(1), EXECUTIVE VICE PRESIDENT, ACTUARY AND CHIEF FINANCIAL
OFFICER. Executive Vice President (June, 1993 -- present), Chief Financial
Officer (December, 1995 -- present), Senior Vice President (1981 -- June, 1993)
and Actuary (1972 -- present), Western Reserve Life Assurance Co. of Ohio;
Director (September, 1996 -- present), WRL Investment Management, Inc.; Director
(September, 1996 -- present), WRL Investment Services, Inc.; Executive Vice
President (September, 1993 -- present), WRL Series Fund, Inc.

WILLIAM H. GEIGER(1), SENIOR VICE PRESIDENT, SECRETARY AND CORPORATE
COUNSEL. Senior Vice President, Secretary and Corporate Counsel (March,
1998 -- present); Senior Vice President, Secretary and General Counsel (July,
1990 -- March, 1998) of Western Reserve Life Assurance Co. of Ohio; Vice
President, Secretary and General Counsel of Pioneer Western Corporation
(financial services) and Secretary of its subsidiaries (May, 1990 -- February,
1991); Vice President and Assistant Secretary (November, 1990 -- present) and
Secretary (June, 1990 -- September, 1990) IDEX Mutual Funds, of St. Petersburg,
Florida.

ALLAN J. HAMILTON(1), VICE PRESIDENT, TREASURER AND CONTROLLER. Vice
President and Controller (1987 -- present), Treasurer (February,
1997 -- present), Assistant Vice President and Assistant Controller
(1983 -- 1987), Western Reserve Life Assurance Co. of Ohio; Treasurer and
Principal Financial Officer (February, 1997 -- present), WRL Series Fund, Inc.;
Vice President and Controller (1988 to February 1991), Pioneer Western
Corporation (financial services), St. Petersburg , Florida.

PATRICK S. BAIRD, DIRECTOR, 4333 Edgewood Road, NE, Cedar Rapids, Iowa
52499, Director (February, 1991 to present), Western Reserve Life Assurance Co.
of Ohio; Vice President and Chief Tax Officer (1984 -- present), Chief Financial
Officer (1992 -- present) AEGON USA, Inc., formerly known as Life Investors,
Inc., (financial services holding company), Cedar Rapids, Iowa.

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<PAGE> 46

JACK E. ZIMMERMAN, DIRECTOR, 507 St. Michel Circle, Kettering, Ohio 45429,
Director (1987 -- present), Western Reserve Life Assurance Co. of Ohio; Trustee,
IDEX Mutual Funds; retired from Martin Marietta Corporation (1993), Dayton,
Ohio.

LYMAN H. TREADWAY, DIRECTOR, 30195 Chagrin Blvd. Ste. 210N, Cleveland, Ohio
44124, Director (September, 1994 -- present), Western Reserve Life Assurance Co.
of Ohio; Consultant (1988 -- 1993), Cleveland, Ohio.

JAMES R. WALKER, DIRECTOR, 3320 Office Park Dr., Dayton, Ohio 45439,
Director (June, 1996 -- present) Western Reserve Life Assurance Co. of Ohio;
Self-employed, Public Accountant (1996 -- present); Partner, C.P.A.
(1990 -- 1995), Walker-Davis C.P.A.'s, Dayton, Ohio.
- ----------------
(1) The principal business address is Western Reserve Life Assurance Co. of
Ohio, P.O. Box 5068, Clearwater, Florida 33758-5068.

ADDITIONAL INFORMATION

A registration statement under the Securities Act of 1933 has been filed
with the SEC relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. The omitted information may be obtained at the SEC's principal office
in Washington, D.C. by paying the SEC's prescribed fees.

EXPERTS

The statutory-basis balance sheets of Western Reserve as of December 31,
1998 and 1997, and the related statutory-basis statements of operations, changes
in capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1998, and the statutory-basis schedules as of December 31,
1998 and for each of the three years in the period ended December 31, 1998, have
been audited by Ernst & Young LLP, independent accountants, whose report thereon
is set forth elsewhere herein. Such financial statements and schedules are
included in this prospectus in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing. Actuarial matters
included in this prospectus have been examined by Kenneth Turnquist whose
opinion is filed as an exhibit to the registration statement.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to the federal securities laws.

LEGAL PROCEEDINGS

Western Reserve, like other life insurance companies, is involved in
lawsuits. Western Reserve is not aware of any class action lawsuits naming it as
a defendant or involving the Separate Account. In some lawsuits involving other
insurers, substantial damages have been sought and/or material settlement
payments have been made. Although the outcome of any litigation cannot be
predicted with certainty, Western Reserve believes that at the present time
there are no pending or threatened lawsuits that are reasonably likely to have a
material adverse impact on the Separate Account or Western Reserve.

YEAR 2000 MATTERS

In May 1996, Western Reserve adopted and presently has in place a Year 2000
Project Plan (the "Plan") to review and analyze existing hardware and software
systems, as well as voice and data communications systems, to determine if they
are Year 2000 compliant. As of March 1, 1999, substantially all of Western
Reserve's mission-critical systems are Year 2000 compliant. The Plan remains on
track as we continue with the validation of our mission-critical and
non-mission-critical systems, including revalidation testing in 1999. In
addition, we have undertaken aggressive initiatives to test all systems that
interface with any third parties and other business partners. All of these steps
are aimed at allowing current operations to remain unaffected by the Year 2000
date change.

44
<PAGE> 47

As of the date of this prospectus, Western Reserve has identified and made
available what it believes are the appropriate resources of hardware, people and
dollars, including the engagement of outside third parties, to ensure that the
Plan will be completed.

The actions taken by management under the Plan are intended to reduce
significantly Western Reserve's risk of a material business interruption based
on the Year 2000 issues. It should be noted that the Year 2000 computer problem,
and its resolution, is complex and multifaceted, and any company's success
cannot be conclusively known until the Year 2000 is reached. In spite of its
efforts or results, Western Reserve's ability to function unaffected to and
through the Year 2000 may be adversely affected by actions, or failure to act,
of third parties beyond our knowledge or control. See the Portfolios'
prospectuses for information on their preparation for Year 2000.

This statement is a Year 2000 Readiness Disclosure pursuant to section 3(9)
of the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. Section 1
(1998).

FINANCIAL STATEMENTS

No financial statements of the Separate Account are included herein because
no Policies had been sold as of June 30, 1999. The financial statements of
Western Reserve appear on the following pages. The financial statements of
Western Reserve should be distinguished from financial statements of the
Separate Account and should be considered only as bearing upon Western Reserve's
ability to meet its obligations under the Policies.

45
<PAGE> 48

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
BALANCE SHEET -- STATUTORY BASIS
AS OF JUNE 30, 1999
(IN THOUSANDS)(UNAUDITED)

<TABLE>
<S> <C>
ADMITTED ASSETS
Cash and invested assets:
Cash and short-term investments........................ $ 24,641
Bonds.................................................. 166,709
Common stock, at market................................ 1,804
Mortgage loans on real estate.......................... 9,810
Home office properties, at cost less accumulated
depreciation.......................................... 34,869
Investment real estate................................. 11,208
Policy loans........................................... 142,414
Due from broker........................................ 230
----------
Total cash and invested assets.................... 391,685
Premiums deferred and uncollected........................... 954
Accrued investment income................................... 2,263
Transfers from separate accounts............................ 398,966
Cash surrender value of life insurance policies............. 46,511
Federal income tax benefit.................................. 827
Other assets................................................ 14,866
Separate account assets..................................... 8,399,303
----------
Total admitted assets............................. $9,255,375
==========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Aggregate reserves for policies and contracts:
Life................................................. $ 261,009
Annuity.............................................. 265,059
Policy and contract claim reserves..................... 11,525
Other policyholders' funds............................. 30,636
Remittances and items not allocated.................... 13,957
Asset valuation reserve................................ 3,574
Interest maintenance reserve........................... 9,331
Short-term note payable to affiliate................... 30,300
Payable to affiliate................................... 37,838
Other liabilities...................................... 45,704
Separate account liabilities........................... 8,394,230
----------
Total liabilities................................. 9,103,163
Capital and surplus:
Common stock, $1.00 par value, 1,500 shares authorized,
issued and outstanding................................ 1,500
Paid-in surplus........................................ 120,107
Unassigned surplus..................................... 30,605
----------
Total capital and surplus......................... 152,212
----------
Total liabilities and capital and surplus......... $9,255,375
==========
</TABLE>

46
<PAGE> 49

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENT OF OPERATIONS -- STATUTORY BASIS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS)(UNAUDITED)

<TABLE>
<S> <C>
Revenues:
Premiums and other considerations, net of reinsurance
Life................................................. $268,789
Annuity.............................................. 509,074
Net investment income.................................. 19,810
Amortization of interest maintenance reserve........... 927
Commissions and expense allowances on reinsurance
ceded................................................. 15,280
Other income........................................... 83,474
--------
897,354
Benefits and expenses:
Benefits paid or provided for:
Life................................................. 18,512
Surrender benefits................................... 331,456
Other benefits....................................... 17,097
Increase (decrease) in aggregate reserves for
policies and contracts:
Life.............................................. 29,164
Annuity........................................... (359)
Other............................................. (2,568)
--------
393,302
Insurance expenses:
Commissions.......................................... 122,007
General insurance expenses........................... 53,655
Taxes, licenses and fees............................. 8,426
Transfer to separate accounts........................ 300,927
Other expenses....................................... (107)
--------
484,908
--------
878,210
--------
Gain from operations before federal income tax expense and
net realized capital losses on investments................ 19,144
Federal income tax expense.................................. 7,561
--------
Gain from operations before net realized capital losses on
investments............................................... 11,583
Net realized capital losses on investments (net of related
federal income taxes and amounts transferred to interest
maintenance reserve)...................................... (169)
--------
Net income.................................................. $ 11,414
========
</TABLE>

47
<PAGE> 50

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENT OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
(IN THOUSANDS)(UNAUDITED)

<TABLE>
<CAPTION>
TOTAL
CAPITAL
COMMON PAID-IN UNASSIGNED AND
STOCK SURPLUS SURPLUS SURPLUS
------ -------- ---------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1999........................... $1,500 $120,107 $21,973 $143,580
Net gain........................................ 0 0 11,414 11,414
Net unrealized gains............................ 0 0 716 716
Change in non-admitted assets................... 0 0 1,137 1,137
Change in asset valuation reserve............... 0 0 (726) (726)
Change in surplus in separate accounts.......... 0 0 (2,990) (2,990)
Other adjustments............................... 0 0 (919) (919)
------ -------- ------- --------
Balance at June 30, 1999............................. $1,500 $120,107 $30,605 $152,212
====== ======== ======= ========
</TABLE>

48
<PAGE> 51

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENT OF CASH FLOW -- STATUTORY BASIS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS)(UNAUDITED)

<TABLE>
<S> <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance....... $ 876,637
Net investment income....................................... 20,079
Life and accident and health claims......................... (15,869)
Surrender benefits to policyholders......................... (331,493)
Other benefits to policyholders............................. (17,579)
Commissions, other expenses and other taxes................. (191,328)
Federal income taxes, excluding tax on capital gains........ (13,804)
Other, net.................................................. (10,769)
Net transfers to separate accounts.......................... (339,836)
---------
Net cash used in operating activities.................. (23,962)
INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
Bonds and preferred stocks............................. 49,302
Mortgage loans on real estate.......................... 105
---------
49,407
Cost of investments acquired:
Bonds and preferred stocks............................. 30,439
Real estate............................................ 286
Policy loans........................................... 29,432
Other.................................................. 555
---------
60,712
---------
Net cash used in investing activities....................... (11,305)
FINANCING ACTIVITIES
Borrowed money.............................................. (13,900)
---------
Net cash used in financing activities....................... (13,900)
---------
Decrease in cash and short-term investments................. (49,167)
Cash and short-term investments at beginning of year........ 73,808
---------
Cash and short-term investments at end of year.............. $ 24,641
=========
</TABLE>

49
<PAGE> 52

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS)(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited statutory basis financial statements have been
prepared in accordance with statutory accounting principles for interim
financial information and the instructions to Article 10 of Regulation S-X.
Accordingly, they do not include all the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the accompanying statutory
basis financial statements and notes thereto for the year ended December 31,
1998.

50
<PAGE> 53

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FINANCIAL STATEMENTS -- STATUTORY BASIS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

CONTENTS

<TABLE>
<S> <C>
Report of Independent Auditors.............................. 49
Audited Financial Statements
Balance Sheets -- Statutory Basis........................... 50
Statements of Operations -- Statutory Basis................. 51
Statements of Changes in Capital and Surplus -- Statutory
Basis..................................................... 52
Statements of Cash Flows -- Statutory Basis................. 53
Notes to Financial Statements -- Statutory Basis............ 54
</TABLE>

51
<PAGE> 54

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Western Reserve Life Assurance Co. of Ohio

We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio as of December 31, 1998 and 1997, and the
related statutory-basis statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. Our audits also included the statutory-basis financial statement
schedules required by Regulation S-X, Article 7. These financial statements and
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
did not audit the "Separate Account Assets" and "Separate Account Liabilities"
in the balance sheets of the Company. The Separate Account financial statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the data included for the Separate Account, is
based solely upon the reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company presents
its financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Department of the State of Ohio, which practices
differ from generally accepted accounting principles. The variances between such
practices and generally accepted accounting principles are also described in
Note 1. The effects on the financial statements of these variances are not
reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matters described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Western Reserve Life Assurance Co. of Ohio at December 31,
1998 and 1997, or the results of its operations or its cash flows for each of
the three years in the period ended December 31, 1998.

However, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1998 and 1997, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1998 in
conformity with accounting practices prescribed or permitted by the Insurance
Department of the State of Ohio. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic statutory-basis
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

/s/ ERNST & YOUNG LLP

Des Moines, Iowa
February 19, 1999

52
<PAGE> 55

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
BALANCE SHEETS -- STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1998 1997
---------- ----------
<S> <C> <C>
ADMITTED ASSETS
Cash and invested assets:
Cash and short-term investments........................ $ 73,808 $ 13,896
Bonds.................................................. 184,697 255,919
Common stocks:
Affiliated entities (cost: 1998 -- $243;
1997 -- $150)....................................... 704 319
Other (cost: 1998 and 1997 -- $302).................. 384 428
Mortgage loans on real estate.......................... 9,916 4,824
Home office properties................................. 34,583 19,964
Investment properties.................................. 11,594 --
Policy loans........................................... 112,982 76,741
Other invested assets.................................. 396 --
---------- ----------
Total cash and invested assets.................... 429,064 372,091
Premiums deferred and uncollected........................... 900 1,928
Accrued investment income................................... 2,867 4,088
Transfers from separate accounts............................ 350,633 279,958
Cash surrender value of life insurance policies............. 45,445 --
Other assets................................................ 9,239 5,221
Separate account assets..................................... 6,999,290 4,814,594
---------- ----------
Total admitted assets............................. $7,837,438 $5,477,880
========== ==========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Aggregate reserves for policies and contracts:
Life................................................. $ 231,596 $ 186,523
Annuity.............................................. 265,418 296,290
Policy and contract claim reserves..................... 9,233 10,929
Other policyholders' funds............................. 38,080 3,877
Remittances and items not allocated.................... 20,569 9,184
Federal income taxes payable........................... 5,716 2,283
Asset valuation reserve................................ 2,848 2,436
Interest maintenance reserve........................... 9,684 9,134
Short-term note payable to affiliate................... 44,200 8,200
Payable to affiliate................................... 37,907 1,925
Other liabilities...................................... 31,151 19,257
Separate account liabilities........................... 6,997,456 4,812,979
---------- ----------
Total liabilities................................. 7,693,858 5,363,017
Commitments and contingencies
Capital and surplus:
Common stock, $1.00 par value, 1,500 shares authorized,
issued and outstanding................................ 1,500 1,500
Paid-in surplus........................................ 120,107 88,015
Unassigned surplus..................................... 21,973 25,348
---------- ----------
Total capital and surplus......................... 143,580 114,863
---------- ----------
Total liabilities and capital and surplus......... $7,837,438 $5,477,880
========== ==========
</TABLE>

See accompanying notes.
53
<PAGE> 56

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF OPERATIONS -- STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations, net of
reinsurance:
Life.............................................. $ 476,053 $ 394,370 $ 293,590
Annuity........................................... 794,841 822,149 740,125
Net investment income............................... 36,315 40,013 36,067
Amortization of interest maintenance reserve........ 744 1,576 1,335
Commissions and expense allowances on reinsurance
ceded............................................. 15,333 11 11
Other income........................................ 67,751 3,016 13,398
---------- ---------- ----------
1,391,037 1,261,135 1,084,526
Benefits and expenses:
Benefits paid or provided for:
Life.............................................. 42,982 28,060 21,256
Surrender benefits................................ 551,528 431,939 286,406
Other benefits.................................... 31,280 28,112 23,270
Increase (decrease) in aggregate reserves for
policies and contracts:
Life........................................... 42,940 29,485 80,139
Annuity........................................ (30,872) (35,940) 12,877
Other.......................................... 32,178 794 422
---------- ---------- ----------
670,036 482,450 424,370
Insurance expenses:
Commissions....................................... 205,939 179,106 140,261
General insurance expenses........................ 102,611 70,546 47,406
Taxes, licenses and fees.......................... 15,545 13,101 10,848
Net transfer to separate accounts................. 402,618 519,214 452,471
Other expenses.................................... 59 21 60
---------- ---------- ----------
726,772 781,988 651,046
---------- ---------- ----------
1,396,808 1,264,438 1,075,416
---------- ---------- ----------
Gain (loss) from operations before federal income taxes
(benefit) and realized capital gains (losses) on
investments............................................ (5,771) (3,303) 9,110
Federal income tax expense (benefit)..................... (347) 469 9,297
---------- ---------- ----------
Loss from operations before realized capital gains
(losses) on investments................................ (5,424) (3,772) (187)
Net realized capital gains (losses) on investments (net
of related federal income taxes and amounts transferred
to interest maintenance reserve)....................... 1,494 747 (811)
---------- ---------- ----------
Net loss................................................. $ (3,930) $ (3,025) $ (998)
========== ========== ==========
</TABLE>

See accompanying notes.
54
<PAGE> 57

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
CAPITAL
COMMON PAID-IN UNASSIGNED AND
STOCK SURPLUS SURPLUS SURPLUS
------ -------- ---------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1996........................... $1,500 $ 68,015 $28,424 $ 97,939
Net loss for 1996............................... -- -- (998) (998)
Net unrealized capital gains.................... -- -- 1,294 1,294
Change in non-admitted assets................... -- -- 199 199
Change in asset valuation reserve............... -- -- (120) (120)
Change in surplus in separate accounts.......... -- -- 237 237
Change in reserve valuation..................... -- -- (2,995) (2,995)
------ -------- ------- --------
Balance at December 31, 1996......................... 1,500 68,015 26,041 95,556
====== ======== ======= ========
Net loss for 1997............................... -- -- (3,025) (3,025)
Change in non-admitted assets................... -- -- (702) (702)
Change in asset valuation reserve............... -- -- 3,274 3,274
Change in surplus in separate accounts.......... -- -- (2,115) (2,115)
Change in reserve valuation..................... -- -- (1,872) (1,872)
Capital contribution............................ -- 20,000 -- 20,000
Tax effect of capital loss carry-forward
utilized by affiliates........................ -- -- 3,747 3,747
------ -------- ------- --------
Balance at December 31, 1997......................... 1,500 88,015 25,348 114,863
====== ======== ======= ========
Net loss for 1998............................... -- -- (3,930) (3,930)
Net unrealized capital gains.................... -- -- 248 248
Change in non-admitted assets................... -- -- (1,815) (1,815)
Change in asset valuation reserve............... -- -- (412) (412)
Change in surplus in separate accounts.......... -- -- (341) (341)
Change in reserve valuation..................... -- -- (2,132) (2,132)
Capital contribution............................ -- 32,092 -- 32,092
Settlement of prior period tax returns.......... -- -- 353 353
Tax benefits on stock options exercised......... -- -- 4,654 4,654
------ -------- ------- --------
Balance at December 31, 1998......................... $1,500 $120,107 $21,973 $143,580
====== ======== ======= ========
</TABLE>

See accompanying notes.
55
<PAGE> 58

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
STATEMENTS OF CASH FLOWS -- STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance.... $1,356,732 $1,223,898 $1,046,548
Net investment income.................................... 38,294 43,802 38,666
Life and accident and health claims...................... (44,426) (26,005) (20,655)
Surrender benefits and other fund withdrawals............ (551,528) (431,939) (286,406)
Other benefits to policyholders.......................... (31,231) (28,147) (22,129)
Commissions, other expenses and other taxes.............. (326,080) (262,901) (196,373)
Net transfers to separate accounts....................... (461,982) (596,347) (658,326)
Federal income taxes received (paid)..................... 11,956 5,006 (9,449)
Interest paid............................................ -- (731) --
Other, net............................................... (7,109) (14,901) 28,325
---------- ---------- ----------
Net cash used in operating activities............... (15,374) (88,265) (79,799)
INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
Bonds and preferred stocks.......................... 143,449 146,963 122,820
Mortgage loans on real estate....................... 221 2,116 132
Real estate......................................... -- -- 4,304
Other............................................... -- -- 175
---------- ---------- ----------
143,670 149,079 127,431
Cost of investments acquired Bonds and preferred
stocks................................................. (68,202) (40,418) (26,826)
Common stocks....................................... (93) (150) (4)
Mortgage loans on real estate....................... (5,313) (891) --
Real estate......................................... (26,213) (12,002) (7,837)
Policy loans........................................ (36,241) (24,137) (15,479)
Other............................................... (414) -- (5)
---------- ---------- ----------
(136,476) (77,598) (50,151)
---------- ---------- ----------
Net cash provided by investing activities................ 7,194 71,481 77,280
FINANCING ACTIVITIES
Issuance of short-term note payable to affiliate......... 36,000 8,200 --
Capital contribution..................................... 32,092 20,000 --
---------- ---------- ----------
Net cash provided by financing activities................ 68,092 28,200 --
---------- ---------- ----------
Increase (decrease) in cash and short-term investments... 59,912 11,416 (2,519)
Cash and short-term investments at beginning of year..... 13,896 2,480 4,999
---------- ---------- ----------
Cash and short-term investments at end of year........... $ 73,808 $ 13,896 $ 2,480
========== ========== ==========
</TABLE>

See accompanying notes.
56
<PAGE> 59

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Western Reserve Life Assurance Co. of Ohio ("the Company") is a stock life
insurance company and is a wholly-owned subsidiary of First AUSA Life Insurance
Company which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is a wholly-owned subsidiary of AEGON N.V., a holding company
organized under the laws of The Netherlands.

NATURE OF BUSINESS

The Company operates predominantly in the variable universal life and
variable annuity areas of the life insurance business. The Company is licensed
in 49 states, District of Columbia, Puerto Rico and Guam. Sales of the Company's
products are through financial planners, independent representatives, financial
institutions and stockbrokers. The majority of the Company's new life insurance
written and a substantial portion of new annuities written is done through one
marketing organization; the Company expects to maintain this relationship for
the foreseeable future.

BASIS OF PRESENTATION

The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in the
financial statements and accompanying notes. Such estimates and assumptions
could change in the future as more information becomes known, which could impact
the amounts reported and disclosed herein.

The accompanying financial statements have been prepared in conformity with
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio ("Insurance Department"), which practices differ from generally
accepted accounting principles. The more significant of these differences are as
follows: (a) bonds are generally reported at amortized cost rather than
segregating the portfolio into held-to-maturity (reported at amortized cost),
available-for-sale (reported at fair value), and trading (reported at fair
value) classifications; (b) acquisition costs of acquiring new business are
expensed as incurred rather than deferred and amortized over the life of the
policies; (c) policy reserves on traditional life products are based on
statutory mortality rates and interest which may differ from reserves based on
reasonable assumptions of expected mortality, interest, and withdrawals which
include a provision for possible unfavorable deviation from such assumptions;
(d) policy reserves on certain investment products use discounting methodologies
utilizing statutory interest rates rather than full account values; (e)
reinsurance amounts are netted against the corresponding asset or liability
rather than shown as gross amounts on the balance sheet; (f) deferred income
taxes are not provided for the difference between the financial statement
amounts and income tax bases of assets and liabilities; (g) net realized gains
or losses attributed to changes in the level of interest rates in the market are
deferred and amortized over the remaining life of the bond or mortgage loan,
rather than recognized as gains or losses in the statement of operations when
the sale is completed; (h) declines in the estimated realizable value of
investments are provided for through the establishment of a formula-determined
statutory investment reserve (reported as a liability) changes to which are
charged directly to surplus, rather than through recognition in the statement of
operations for declines in value, when such declines are judged to be other than
temporary; (i) certain assets designated as "non-admitted assets" have been
charged to surplus rather than being reported as assets; (j) revenues for
universal life and investment products consist of the entire premiums received
rather than policy charges for the cost of insurance, policy administration
charges, amortization of policy initiation fees and surrender charges assessed;
(k) pension expense is recorded as amounts are paid rather than accrued and
expensed during the periods in which the employers provide service;

57
<PAGE> 60
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
and (l) the financial statements of wholly-owned affiliates are not consolidated
with those of the Company. The effects of these variances have not been
determined by the Company, but are presumed to be material.

In 1998, the National Association of Insurance Commissioners (NAIC) adopted
codified statutory accounting principles ("Codification"). Codification will
likely change, to some extent, prescribed statutory accounting practices and may
result in changes to the accounting practices that the Company uses to prepare
its statutory-basis financial statements. Codification will require adoption by
the various states before it becomes the prescribed statutory basis of
accounting for insurance companies domesticated within those states.
Accordingly, before Codification becomes effective for the Company, the State of
Ohio must adopt Codification as the prescribed basis of accounting on which
domestic insurers must report their statutory-basis results to the Insurance
Department. At this time it is unclear whether the State of Ohio will adopt
Codification. However, based on current guidance, management believes that the
impact of Codification will not be material to the Company's statutory-basis
financial statements.

Other significant statutory accounting practices are as follows:

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturities of one year or less when
purchased to be cash equivalents.

INVESTMENTS

Investments in bonds (except those to which the Securities Valuation Office
of the NAIC has ascribed a value), mortgage loans on real estate and short-term
investments are reported at cost adjusted for amortization of premiums and
accrual of discounts. Amortization is computed using methods which result in a
level yield over the expected life of the investment. The Company reviews its
prepayment assumptions on mortgage and other asset backed securities at regular
intervals and adjusts amortization rates retrospectively when such assumptions
are changed due to experience and/or expected future patterns. Common stocks of
unaffiliated companies are carried at market and include shares of mutual funds
(money market and other), and the related unrealized capital gains/(losses) are
reported in unassigned surplus without any adjustment for federal income taxes.
Common stocks of the Company's wholly-owned affiliates are recorded at the
equity in net assets. Home office and investment properties are reported at cost
less allowances for depreciation. Depreciation is computed principally by the
straight-line method. Policy loans are reported at unpaid principal. Other
"admitted assets" are valued, principally at cost, as required or permitted by
Ohio Insurance Laws.

Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for anticipated
losses in the event of default by issuers of certain invested assets. These
amounts are determined using a formula prescribed by the NAIC and are reported
as a liability. The formula for the AVR provides for a corresponding adjustment
for realized gains and losses. Under a formula prescribed by the NAIC, the
Company defers, in the Interest Maintenance Reserve (IMR), the portion of
realized gains and losses on sales of fixed income investments, principally
bonds and mortgage loans, attributable to changes in the general level of
interest rates and amortizes those deferrals over the remaining period to
maturity of the security.

During 1998, 1997 and 1996, net realized capital gains of $1,294, $3,259
and $2,394, respectively, were credited to the IMR rather than being immediately
recognized in the statements of operations. Amortization

58
<PAGE> 61
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
of these net gains aggregated $744, $1,576 and $1,335 for the years ended
December 31, 1998, 1997 and 1996, respectively.

Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. No investment income due and accrued
has been excluded for the years ended December 31, 1998, 1997 and 1996, with
respect to such practices.

AGGREGATE RESERVES FOR POLICIES

Life and annuity reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest rates
and valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum required by law.

The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary
Mortality Tables. The reserves are calculated using interest rates ranging from
2.25 to 5.50 percent and are computed principally on the Net Level Premium
Valuation and the Commissioners' Reserve Valuation Methods. Reserves for
universal life policies are based on account balances adjusted for the
Commissioners' Reserve Valuation Method.

Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 5.75 to 8.75 percent and mortality rates, where appropriate, from a variety
of tables.

POLICY AND CONTRACT CLAIM RESERVES

Claim reserves represent the estimated accrued liability for claims
reported to the Company and claims incurred but not yet reported through the
statement date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.

SEPARATE ACCOUNTS

Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders and,
accordingly, the operations of the separate accounts are not included in the
accompanying financial statements. The separate accounts do not have any minimum
guarantees and the investment risks associated with market value changes are
borne entirely by the policyholders. The Company received variable contract
premiums of $1,240,858, $1,164,013 and $997,513 in 1998, 1997 and 1996,
respectively. All variable account contracts are subject to discretionary
withdrawal by the policyholder at the market value of the underlying assets less
the current surrender charge. Separate account contractholders have no claim
against the assets of the general account.

59
<PAGE> 62
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
STOCK OPTION PLAN

AEGON N.V. sponsors a stock option plan for eligible employees of the
Company. Under this plan, certain employees have indicated a preference to
immediately sell shares received as a result of their exercise of the stock
options; in these situations, AEGON N.V. has settled such options in cash rather
than issuing stock to these employees. These cash settlements are paid by the
Company and AEGON N.V. subsequently reimburses the Company for such payments.
Under statutory accounting principles, the Company does not record any expense
related to this plan, as the expense is recognized by AEGON N.V. However, the
Company is allowed to record a deduction in the consolidated tax return filed by
the Company and certain affiliates. The tax benefit of this deduction has been
credited directly to surplus.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform to the 1998 presentation.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments, requires disclosure of fair value information
about financial instruments, whether or not recognized in the statutory-basis
balance sheet, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates
cannot be substantiated by comparisons to independent markets and, in many
cases, could not be realized in immediate settlement of the instrument.
Statement of Financial Accounting Standards No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements
and allows companies to forego the disclosures when those estimates can only be
made at excessive cost. Accordingly, the aggregate fair value amounts presented
do not represent the underlying value of the Company.

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and Short-Term Investments: The carrying amounts reported in the
statutory-basis balance sheet for these instruments approximate their
fair values.

Investment Securities: Fair values for fixed maturity securities
(including redeemable preferred stocks) are based on quoted market
prices, where available. For fixed maturity securities not actively
traded, fair values are estimated using values obtained from independent
pricing services or (in the case of private placements) are estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the
investments. The fair values for equity securities are based on quoted
market prices.

Mortgage Loans and Policy Loans: The fair values for mortgage loans are
estimated utilizing discounted cash flow analyses, using interest rates
reflective of current market conditions and the risk characteristics of
the loans. The fair value of policy loans are assumed to equal their
carrying value.

Investment Contracts: Fair values for the Company's liabilities under
investment-type insurance contracts are estimated using discounted cash
flow calculations, based on interest rates currently being offered for
similar contracts with maturities consistent with those remaining for
the contracts being valued.

60
<PAGE> 63
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS -- (CONTINUED)
Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.

The following sets forth a comparison of the fair values and carrying
values of the Company's financial instruments subject to the provisions of
Statement of Financial Accounting Standards No. 107:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------
1998 1997
--------------------------- ---------------------------
CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
-------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
ADMITTED ASSETS
Cash and short-term investments.... $ 73,808 $ 73,808 $ 13,896 $ 13,896
Bonds.............................. 184,697 192,556 255,919 267,763
Common stocks, other than
affiliates....................... 384 384 428 428
Mortgage loans on real estate...... 9,916 10,390 4,824 5,143
Policy loans....................... 112,982 112,982 76,741 76,741
Separate account assets............ 6,999,290 6,999,290 4,814,594 4,814,594
LIABILITIES
Investment contract liabilities.... 297,349 294,105 280,121 276,113
Separate account annuities......... 5,096,680 5,038,296 3,615,255 3,565,557
</TABLE>

3. INVESTMENTS

The carrying value and estimated fair value of investments in debt
securities are as follows:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
DECEMBER 31, 1998
Bonds:
United States Government and
agencies............................. $ 4,749 $ 83 $-- $ 4,832
State, municipal and other
government........................... 3,234 117 -- 3,351
Public utilities....................... 18,792 818 251 19,359
Industrial and miscellaneous........... 96,332 6,685 577 102,440
Mortgage-backed securities............. 61,590 1,235 251 62,574
-------- ------ ------ --------
Total bonds................................. $184,697 $8,938 1,079 $192,556
======== ====== ====== ========
</TABLE>

61
<PAGE> 64
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

3. INVESTMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Bonds:
United States Government and
agencies............................. $ 3,675 $ 9 $ 30 $ 3,654
State, municipal and other
government........................... 3,855 360 -- 4,215
Public utilities....................... 15,794 904 403 16,295
Industrial and miscellaneous........... 121,513 7,700 710 128,503
Mortgage-backed securities............. 111,082 4,198 184 115,096
-------- ------- ------ --------
Total bonds................................. $255,919 $13,171 $1,327 $267,763
======== ======= ====== ========
</TABLE>

The carrying value and fair value of bonds at December 31, 1998 by
contractual maturity are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without penalties.

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
-------- ---------
<S> <C> <C>
Due in one year or less..................................... $ 2,706 $ 2,743
Due one through five years.................................. 61,340 64,696
Due five through ten years.................................. 43,233 45,352
Due after ten years......................................... 15,828 17,191
-------- --------
123,107 129,982
Mortgage and other asset backed securities.................. 61,590 62,574
-------- --------
$184,697 $192,556
======== ========
</TABLE>

A detail of net investment income is presented below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Interest on bonds........................................ $17,150 $25,723 $33,969
Dividends on equity investments from subsidiary.......... 13,233 10,855 --
Interest on mortgage loans............................... 499 478 559
Rental income on real estate............................. 2,839 1,371 919
Interest on policy loans................................. 6,241 4,656 3,339
Other investment income.................................. 540 26 9
------- ------- -------
Gross investment income.................................. 40,502 43,109 38,795
Investment expenses...................................... (4,187) (3,096) (2,728)
------- ------- -------
Net investment income.................................... $36,315 $40,013 $36,067
======= ======= =======
</TABLE>

62
<PAGE> 65
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

3. INVESTMENTS -- (CONTINUED)
Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Proceeds.............................................. $143,449 $146,963 $122,820
======== ======== ========
Gross realized gains.................................. $ 4,641 $ 3,921 $ 2,984
Gross realized losses................................. 899 626 791
-------- -------- --------
Net realized gains.................................... $ 3,742 $ 3,295 $ 2,193
======== ======== ========
</TABLE>

At December 31, 1998, bonds with an aggregate carrying value of $4,297 were
on deposit with certain state regulatory authorities or were restrictively held
in bank custodial accounts for benefit of such state regulatory authorities, as
required by statute.

Realized investment gains (losses) and changes in unrealized gains (losses)
for investments are summarized below:

<TABLE>
<CAPTION>
REALIZED
---------------------------
YEAR ENDED DECEMBER 31
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Debt securities.......................................... $ 3,742 $ 3,295 $ 2,193
Real estate.............................................. -- -- (606)
Other invested assets.................................... (18) -- (4)
------- ------- -------
3,724 3,295 1,583
Tax expense.............................................. (936) (711) --
Transfer to interest maintenance reserve................. (1,294) (3,259) (2,394)
------- ------- -------
Net realized gains (losses).............................. $ 1,494 $ 747 $ (811)
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
CHANGES IN UNREALIZED
--------------------------
YEAR ENDED DECEMBER 31
1998 1997 1996
------- ----- --------
<S> <C> <C> <C>
Debt securities.......................................... $(3,985) $(896) $(14,442)
Common stock............................................. 248 -- (66)
------- ----- --------
Change in unrealized appreciation (depreciation)......... $(3,737) $(896) $(14,508)
======= ===== ========
</TABLE>

Gross unrealized gains (losses) on common stocks were as follows:

<TABLE>
<CAPTION>
UNREALIZED
------------------------
YEAR ENDED DECEMBER 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Unrealized gains............................................ $579 $295 $295
Unrealized losses........................................... (36) -- --
---- ---- ----
Net unrealized gains........................................ $543 $295 $295
==== ==== ====
</TABLE>

63
<PAGE> 66
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

3. INVESTMENTS -- (CONTINUED)
During 1998, the Company issued one mortgage loan with an interest rate of
6.71%. The maximum percentage of any one mortgage loan to the value of the
underlying real estate at origination was 75%. The Company requires all
mortgagees to carry fire insurance equal to the value of the underlying
property.

During 1998, 1997 and 1996, no mortgage loans were foreclosed and
transferred to real estate. During 1998 and 1997, the Company held a mortgage
loan loss reserve in the asset valuation reserve of $112 and $54, respectively.

At December 31, 1998, the Company had no investments (excluding U.S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve.

4. REINSURANCE

The Company reinsures portions of certain insurance policies which exceed
its established limits, thereby providing a greater diversification of risk and
minimizing exposure on larger risks. The Company remains contingently liable
with respect to any insurance ceded, and this would become an actual liability
in the event that the assuming insurance company became unable to meet its
obligations under the reinsurance treaty.

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Direct premiums.................................. $1,345,752 $1,219,271 $1,034,757
Reinsurance assumed.............................. 461 2,389 2,063
Reinsurance ceded................................ (75,319) (5,141) (3,105)
---------- ---------- ----------
Net premiums earned.............................. $1,270,894 $1,216,519 $1,033,715
========== ========== ==========
</TABLE>

The Company received reinsurance recoveries in the amount of $5,260, $2,288
and $2,156 during 1998, 1997 and 1996, respectively. At December 31, 1998 and
1997, estimated amounts recoverable from reinsurers that have been deducted from
policy and contract claim reserves totaled $1,003 and $2,721, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1998 and 1997 of $2,849 and $1,369,
respectively.

5. INCOME TAXES

For federal income tax purposes, the Company joins in a consolidated tax
return filing with certain affiliated companies. Under the terms of a
tax-sharing agreement between the Company and its affiliates, the Company
computes federal income tax expense as if it were filing a separate income tax
return, except that tax credits and net operating loss carryforwards are
determined on the basis of the consolidated group. Additionally, the alternative
minimum tax is computed for the consolidated group and the resulting tax, if
any, is allocated back to the separate companies on the basis of the separate
companies' alternative minimum taxable income.

64
<PAGE> 67
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

5. INCOME TAXES -- (CONTINUED)
Federal income tax expense (benefit) differs from the amount computed by
applying the statutory federal income tax rate to gain (loss) from operations
before income taxes (benefit) and realized capital gains (losses) on investments
for the following reasons:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------- ------
<S> <C> <C> <C>
Computed tax (benefit) at federal statutory rate (35%).... $(2,019) $(1,156) $3,189
Deferred acquisition costs -- tax basis................... 9,672 9,164 7,172
Tax reserve valuation..................................... 1,513 (194) (696)
Excess tax depreciation................................... (442) (127) (65)
Amortization of IMR....................................... (260) (552) (467)
Dividend received deduction............................... (6,657) (5,326) --
Prior year over-accrual................................... (2,322) (1,541) (9)
Other, net................................................ 168 201 173
------- ------- ------
Federal income tax expense (benefit)...................... $ (347) $ 469 $9,297
======= ======= ======
</TABLE>

Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to realized gains (losses) due to the
differences in book and tax asset bases at the time certain investments are
sold.

Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation, but was
accumulated for income tax purposes in a memorandum account referred to as the
policyholders' surplus account. No federal income taxes have been provided for
in the financial statements on income deferred in the policyholders' surplus
account ($293 at December 31, 1998). To the extent dividends are paid from the
amount accumulated in the policyholders' surplus account, net earnings would be
reduced by the amount of tax required to be paid. Should the entire amount in
the policyholders' surplus account become taxable, the tax thereon computed at
current rates would amount to approximately $103.

At December 31, 1996, the Company had capital loss carryforwards of
approximately $10,705, which were utilized by the Company's affiliates in the
consolidated tax return filing in 1997. This transaction resulted in a receipt
from the Company's affiliate of $3,747, which was credited directly to
unassigned surplus.

In 1998, the Company reached a final settlement with the Internal Revenue
Service for 1994 and 1995 resulting in a tax refund of $300 and interest
received of $53.

6. POLICY AND CONTRACT ATTRIBUTES

A portion of the Company's policy reserves and other policyholders' funds
relate to liabilities established on a variety of the Company's products,
primarily separate accounts, that are not subject to significant mortality or
morbidity risk; however, there may be certain restrictions placed upon the
amount of funds that

65
<PAGE> 68
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

6. POLICY AND CONTRACT ATTRIBUTES -- (CONTINUED)
can be withdrawn without penalty. The amount of reserves on these products, by
withdrawal characteristics are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------
1998 1997
--------------------- ---------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with
market value adjustment...................... $ 12,810 $ 13,812 1%
Subject to discretionary withdrawal at book
value less surrender charge................ 76,289 1% 68,376 2
Subject to discretionary withdrawal at market
value...................................... 5,096,680 94 3,615,255 91
Subject to discretionary withdrawal at book
value (minimal or no charges or
adjustments)............................... 210,270 4 201,457 5
Not subject to discretionary withdrawal
provision.................................. 15,681 1 16,572 1
---------- --- ---------- ---
5,411,730 100% 3,915,472 100%
========== === ========== ===
Less reinsurance ceded....................... 1,131 --
---------- ----------
Total policy reserves on annuities and
deposit fund liabilities................... $5,410,599 $3,915,472
========== ==========
</TABLE>

A reconciliation of the amounts transferred to and from the separate
accounts is presented below:

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- --------
<S> <C> <C> <C>
Transfers as reported in the summary of operations
of the separate accounts statement:
Transfers to separate accounts................ $1,240,858 $1,164,013 $997,513
Transfers from separate accounts.............. 847,507 646,477 339,523
---------- ---------- --------
Net transfers to separate accounts................. 393,351 517,536 657,990
Reconciling adjustments -- change in accruals for
investment management, administration fees and
contract guarantees, and separate account
surplus.......................................... 9,267 1,678 (205,519)
---------- ---------- --------
Transfers as reported in the summary of operations
of the life, accident and health annual
statement........................................ $ 402,618 $ 519,214 $452,471
========== ========== ========
</TABLE>

Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next anniversary
date. At

66
<PAGE> 69
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

6. POLICY AND CONTRACT ATTRIBUTES -- (CONTINUED)
December 31, 1998 and 1997, these assets (which are reported as premiums
deferred and uncollected) and the amounts of the related gross premiums and
loadings, are as follows:

<TABLE>
<CAPTION>
GROSS LOADING NET
------ ------- ------
<S> <C> <C> <C>
DECEMBER 31, 1998
Ordinary direct renewal business............................ $1,101 $201 $ 900
------ ---- ------
$1,101 $201 $ 900
====== ==== ======
DECEMBER 31, 1997
Ordinary direct first year business......................... $ 2 $ 1 $ 1
Ordinary direct renewal business............................ 1,350 140 1,210
Group life direct business.................................. 717 -- 717
------ ---- ------
$2,069 $141 $1,928
====== ==== ======
</TABLE>

In 1994, the NAIC enacted a guideline to clarify reserving methodologies
for contracts that require immediate payment of claims upon proof of death of
the insured. Companies were allowed to grade the effects of the change in
reserving methodologies over five years. A direct charge to surplus of $2,132,
$1,872 and $2,995 was made for the years ended December 31, 1998, 1997 and 1996,
respectively, related to the change in reserve methodology.

7. DIVIDEND RESTRICTIONS

The Company is subject to limitations, imposed by the State of Ohio, on the
payment of dividends to its parent company. Generally, dividends during any
twelve month period may not be paid; without prior regulatory approval, in
excess of the lesser of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to the availability of unassigned surplus at the time of
such dividend, the maximum payment which may be made in 1999, without the prior
approval of insurance regulatory authorities, is $14,657.

8. RETIREMENT AND COMPENSATION PLANS

The Company's employees participate in a qualified benefit plan sponsored
by AEGON. The Company has no legal obligation for the plan. The Company
recognizes pension expense equal to its allocation from AEGON. The pension
expense is allocated among the participating companies based on the FASB
Statement No. 87 expense as a percent of salaries. The benefits are based on
years of service and the employee's compensation during the highest five
consecutive years of employment. Pension expense aggregated $917, $659 and $581
for the years ended December 31, 1998, 1997 and 1996, respectively. The plan is
subject to the reporting and disclosure requirements of the Employee Retirement
and Income Security Act of 1974.

The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k) of
the Internal Revenue Service Code. Employees of the Company who customarily work
at least 1,000 hours during each calendar year and meet the other eligibility
requirements are participants of the plan. Participants may elect to contribute
up to fifteen percent of their salary to the plan. The Company will match an
amount up to three percent of the participant's salary. Participants may direct
all of their contributions and plan balances to be invested in a variety of
investment options. The plan is subject to the reporting and disclosure
requirements of the Employee Retirement and Income Security Act of 1974. Pension
expense related to this plan was $632, $448 and $184 for the years ended
December 31, 1998, 1997 and 1996, respectively.

67
<PAGE> 70
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

8. RETIREMENT AND COMPENSATION PLANS -- (CONTINUED)
AEGON sponsors supplemental retirement plans to provide the Company's
senior management with benefits in excess of normal pension benefits. The plans
are noncontributory and benefits are based on years of service and the
employee's compensation level. The plans are unfunded and nonqualified under the
Internal Revenue Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also sponsors
an employee stock option plan for individuals employed at least three years and
a stock purchase plan for its producers, with the participating affiliated
companies establishing their own eligibility criteria, producer contribution
limits and company matching formula. These plans have been accrued for or funded
as deemed appropriate by management of AEGON and the Company.

In addition to pension benefits, the Company participates in plans
sponsored by AEGON that provide postretirement medical, dental and life
insurance benefits to employees meeting certain eligibility requirements.
Portions of the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $157, $99 and $98 for the years ended December 31, 1998, 1997
and 1996, respectively.

9. RELATED PARTY TRANSACTIONS

The Company shares certain officers, employees and general expenses with
affiliated companies.

The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1998, 1997
and 1996, the Company paid $12,763, $10,040 and $10,038, respectively, for such
services, which approximates their costs to the affiliates. The Company provides
office space, marketing and administrative services to certain affiliates.
During 1998, 1997 and 1996, the Company received $5,125, $4,395 and $3,271,
respectively, for such services, which approximates their cost. The Company had
a net payable with affiliates of $33,449 and $1,925 at December 31, 1998 and
1997, respectively.

Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 4.74% at December 31, 1998. During 1998,
1997 and 1996, the Company paid net interest of $1,090, $364 and $138,
respectively, to affiliates.

The Company received capital contributions of $32,092 and $20,000 from its
parent in 1998 and 1997, respectively.

At December 31, 1998 and 1997, the Company had short-term note payables to
an affiliate of $44,200 and $8,200, respectively. Interest on these notes ranged
from 5.13% to 5.54% at December 31, 1998 and was 5.60% at December 31. 1997.

During 1998, the Company purchased life insurance policies covering the
lives of certain employees of the Company. Premiums of $43,500 were paid to an
affiliate for these policies. At December 31, 1998, the cash surrender value of
these policies is $45,445.

10. COMMITMENTS AND CONTINGENCIES

The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for compensatory
and punitive damages in addition to contract liability, it is management's
opinion, after consultation with counsel and a review of available facts, that
damages arising from such demands will not be material to the Company's
financial position.

The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyholders and claimants in the
68
<PAGE> 71
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

10. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
event of insolvency of other insurance companies. Assessments are charged to
operations when received by the Company except where right of offset against
other taxes paid is allowed by law; amounts available for future offsets are
recorded as an asset on the Company's balance sheet. The future obligation has
been based on the most recent information available from the National
Organization of Life and Health Insurance Guaranty Association. Potential future
obligations for unknown insolvencies are not determinable by the Company. The
Company has established a reserve of $3,489 and $4,007 and an offsetting premium
tax benefit of $828 and $1,070 at December 31, 1998 and 1997, respectively, for
its estimated share of future guaranty fund assessments related to several major
insurer insolvencies. The guaranty fund expense (credit) was $(74), $0 and $212
at December 31, 1998, 1997 and 1996, respectively.

11. YEAR 2000 (UNAUDITED)

The term Year 2000 Issue generally refers to the improper processing of
dates and incorrect date calculations that might occur in computer software and
hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations and
decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software that
has date-sensitive coding might recognize a code of 00 as the year 1900 rather
than the year 2000.

The Company has developed a Year 2000 Project Plan (the Plan) to address
the Year 2000 issue as it affects the Company's internal IT and non-IT systems,
and to assess Year 2000 issues relating to third parties with whom the Company
has critical relationships.

The Plan for addressing internal systems generally includes an assessment
of internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected systems and equipment; remediation
of identified systems and equipment; internal testing and certification that
each internal system is Year 2000 compliant; and a review of existing and
revised business resumption and contingency plans to address potential Year 2000
issues. The Company has remediated and tested substantially all of its
mission-critical internal IT systems as of December 31, 1998. The Company
continues to remediate and test certain non-critical internal IT systems,
internal non-IT systems and will continue with a revalidation testing program
throughout 1999.

The Company's Year 2000 issues are more complex because a number of its
systems interface with other systems not under the Company's control. The
Company's most significant interfaces and uses of third-party vendor systems are
in the bank, financial services and trust areas. The Company utilizes various
banks to handle numerous types of financial and sales transactions. Several of
these banks also provide trustee and custodial services for the Company's
investment holdings and transactions. These services are critical to a financial
services company such as the Company as its business centers around cash
receipts and disbursements to policyholders and the investment of policyholder
funds. The Company has received written confirmation from its vendor banks
regarding their status on Year 2000. The banks indicate their dedication to
resolving any Year 2000 issues related to their systems and services prior to
December 31, 1999. The Company anticipates that a considerable effort will be
necessary to ensure that its corrected or new systems can properly interface
with those business partners with whom it transmits and receives data and other
information (external systems). The Company has undertaken specific testing
regimes with these third-party business partners and expects to continue working
with its business partners on any interfacing of systems. However, the timing of
external system compliance cannot currently be predicted with accuracy because
the implementation of Year 2000 readiness will vary from one company to another.

The Company does have some exposure to date sensitive embedded technology
such as micro-controllers, but the Company views this exposure as minimal.
Unlike other industries that may be equipment intensive,
69
<PAGE> 72
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

11. YEAR 200 (UNAUDITED) -- (CONTINUED)
like manufacturing, the Company is a life insurance and financial services
organization providing insurance, annuities and pension products to its
customers. As such, the primary equipment and electronic devices in use are
computers and telephone related equipment. This type of hardware can have date
sensitive embedded technology which could have Year 2000 problems. Because of
this exposure, the Company has reviewed its computer hardware and telephone
systems, with assistance from the applicable vendors, and has upgraded, or
replaced, or is in the process of replacing any equipment that will not properly
process date sensitive data in the Year 2000 or beyond.

For the Company, a reasonably likely worst case scenario might include one
or more of the Company's significant policyholder systems being non-compliant.
Such an event could result in a material disruption of the Company's operations.
Specifically, a number of the Company's operations could experience an
interruption in the ability to collect and process premiums or deposits, process
claim payments, accurately maintain policyholder information, accurately
maintain accounting records, and or perform adequate customer service. Should
the worst case scenario occur, it could, dependent upon its duration, have a
material impact on the Company's business and financial condition. Simple
failures can be repaired and returned to production within a matter of hours
with no material impact. Unanticipated failures with a longer service disruption
period could have a more serious impact. For this reason, the Company is placing
significant emphasis on risk management and Year 2000 business resumption
contingency planning in 1999 by modifying its existing business resumption and
disaster recovery plans to address potential Year 2000 issues.

The actions taken by management under the Year 2000 Project Plans are
intended to significantly reduce the Company's risk of a material business
interruption based on the Year 2000 issues. It should be noted that the Year
2000 computer problem, and its resolution, is complex and multifaceted, and any
company's success cannot be conclusively known until the Year 2000 is reached.
In spite of its efforts or results, the Company's ability to function unaffected
to and through the Year 2000 may be adversely affected by actions (or failure to
act) of third parties beyond our knowledge or control. It is anticipated that
there may be problems that will have to be resolved in the ordinary course of
business on and after the Year 2000. However, the Company does not believe that
the problems will have a material adverse affect on the Company's operations or
financial condition.

12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME

The following table reconciles capital and surplus and net income as
reported in the Annual Statement filed with the Insurance Department of the
State of Ohio, to the amounts reported in the accompanying financial statements:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
------------------------------------
TOTAL CAPITAL
AND SURPLUS NET INCOME/(LOSS)
------------- -----------------
<S> <C> <C>
Amounts reported in Annual Statement................... $148,038 $ 528
Adjustment to federal income tax benefit............... (4,458) (4,458)
-------- -------
Amounts reported herein................................ $143,580 $(3,930)
======== =======
</TABLE>

70
<PAGE> 73

SCHEDULE I

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUMMARY OF INVESTMENTS OTHER THAN
INVESTMENTS IN RELATED PARTIES
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
AMOUNT AT WHICH
SHOWN IN THE
TYPE OF INVESTMENT COST(1) VALUE BALANCE SHEET
------------------ -------- -------- ---------------
<S> <C> <C> <C>
FIXED MATURITIES
Bonds:
United States Government and government agencies and
authorities......................................... $ 19,899 $ 20,673 $ 19,899
States, municipalities and political subdivisions...... 6,676 6,930 6,676
Public utilities....................................... 18,792 19,359 18,792
All other corporate bonds.............................. 139,330 145,594 139,330
-------- -------- --------
Total fixed maturities......................... 184,697 192,556 184,697
EQUITY SECURITIES
Common stocks:
Affiliated entities.................................... 243 704
Industrial, miscellaneous and all other................ 302 384
-------- --------
Total equity securities........................ 545 1,088
Mortgage loans on real estate............................ 9,916 9,916
Real estate.............................................. 34,583 34,583
Policy loans............................................. 112,982 112,982
Other invested assets.................................... 396 396
Cash and short-term investments.......................... 73,808 73,808
Investment properties.................................... 11,594 11,594
-------- --------
Total investments.............................. $429,655 $429,064
======== ========
</TABLE>

- ---------------
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments and adjusted for amortization of premiums or
accruals of discounts.

71
<PAGE> 74

SCHEDULE III

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUPPLEMENTARY INSURANCE INFORMATION
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
BENEFITS,
POLICY CLAIMS,
FUTURE POLICY AND NET LOSSES AND OTHER
BENEFITS AND CONTRACT PREMIUM INVESTMENT SETTLEMENT OPERATING
EXPENSES LIABILITIES REVENUE INCOME* EXPENSES EXPENSES*
------------- ----------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1998
Individual life............... $221,050 $ 8,624 $ 474,120 $ 9,884 $122,542 $230,368
Group life.................... 10,546 100 1,933 723 1,962 2,281
Annuity....................... 265,418 509 794,841 25,708 545,532 91,505
-------- ------- ---------- ------- -------- --------
$497,014 $ 9,233 $1,270,894 $36,315 $670,036 $324,154
======== ======= ========== ======= ======== ========

YEAR ENDED DECEMBER 31, 1997
Individual life............... $177,088 $ 9,533 $ 390,452 $13,742 $ 88,738 $176,303
Group life.................... 9,435 805 3,918 810 3,986 3,292
Annuity....................... 296,290 591 822,149 25,461 389,726 83,179
-------- ------- ---------- ------- -------- --------
$482,813 $10,929 $1,216,519 $40,013 $482,450 $262,774
======== ======= ========== ======= ======== ========

YEAR ENDED DECEMBER 31, 1996
Individual life............... $145,964 $ 7,017 $ 289,375 $ 8,228 $125,861 $124,181
Group life and health......... 9,202 713 4,215 3,940 3,828 2,818
Annuity....................... 332,230 854 740,125 23,899 294,681 71,576
-------- ------- ---------- ------- -------- --------
$487,396 $ 8,584 $1,033,715 $36,067 $424,370 $198,575
======== ======= ========== ======= ======== ========
</TABLE>

- ---------------
* Allocations of net investment income and other operating expenses are based on
a number of assumptions and estimates, and the results would change if
different methods were applied.

72
<PAGE> 75

SCHEDULE IV

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
REINSURANCE
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Life insurance in force............. $51,064,173 $9,862,460 $ -- $41,201,713 0.0 %
=========== ========== ========== =========== =====
Premiums:
Individual life................ $ 493,633 $ 19,512 $ -- $ 474,121 0.0 %
Group life and health.......... 1,691 220 461 1,932 23.8
Annuity........................ 850,428 55,587 -- 794,841 0.0
----------- ---------- ---------- ----------- -----
$ 1,345,752 $ 75,319 $ 461 $ 1,270,894 .03%
=========== ========== ========== =========== =====
YEAR ENDED DECEMBER 31, 1997
Life insurance in force............. $40,221,361 $6,776,447 $2,692,822 $36,137,736 7.5 %
=========== ========== ========== =========== =====
Premiums:
Individual life................ $ 395,361 $ 4,910 $ -- $ 390,452 0.0 %
Group life and health.......... 1,761 231 2,389 3,918 61.0
Annuity........................ 822,149 -- -- 822,149 0.0
----------- ---------- ---------- ----------- -----
$ 1,219,271 $ 5,141 $ 2,389 $ 1,216,519 0.2 %
=========== ========== ========== =========== =====
YEAR ENDED DECEMBER 31, 1996
Life insurance in force............. $28,168,880 $4,463,986 $2,210,601 $25,915,495 8.5 %
=========== ========== ========== =========== =====
Premiums:
Individual life................ $ 292,239 $ 2,863 $ -- $ 289,376 0.0 %
Group life and health.......... 2,393 242 2,063 4,214 49.0
Annuity........................ 740,125 -- -- 740,125 0.0
----------- ---------- ---------- ----------- -----
$ 1,034,757 $ 3,105 $ 2,063 $ 1,033,715 0.2 %
=========== ========== ========== =========== =====
</TABLE>

73
<PAGE> 76
PART II.
OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

REPRESENTATION PURSUANT TO SECTION 26(e) (2) (A)

Western Reserve Life Assurance Co. of Ohio ("Western Reserve") hereby
represents that the fees and charges deducted under the Policies, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Western Reserve.

STATEMENT WITH RESPECT TO INDEMNIFICATION

Provisions exist under the Ohio General Corporation Law, the Second
Amended Articles of Incorporation of Western Reserve and the Amended Code of
Regulations of Western Reserve whereby Western Reserve may indemnify certain
persons against certain payments incurred by such persons. The following
excerpts contain the substance of these provisions.

Ohio General Corporation Law

SECTION 1701.13 AUTHORITY OF CORPORATION.

(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall be
made in respect of any of the following:

1
<PAGE> 77
(a) Any claim, issue, or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to the extent that
the court of common pleas, or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in divisions (E)(1) and (2) of this section, or
in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection therewith.

(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in divisions (E)(1 ) and (2) of this section. Such determination shall be made
as follows:

(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are not parties to
or threatened with any such action, suit, or proceeding;

(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any person to
be indemnified within the past five years;

(d) By the court of common pleas or the court in which
such action, suit, or proceeding was brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit or proceeding referred to in divisions (E)(1) and
(2) of this section, the articles or the regulations of a corporation state by
specific reference to this division that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:

(i) Repay such amount if it is proved by
clear and convincing evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission

2
<PAGE> 78
undertaken with deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the corporation;

(ii) Reasonably cooperate with the
corporation concerning the action, suit, or proceeding.

(b) Expenses, including attorneys' fees incurred by a
director, trustee, officer, employee, or agent in defending any action, suit,
or proceeding referred to in divisions (E)(1) and (2) of this section, may be
paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized by the directors
in the specific case upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is entitled to be indemnified by the
corporation.

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles or the regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.

(8) The authority of a corporation to indemnify persons pursuant
to divisions (E)(1 ) and (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other protection
that may be provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not create any obligation
to repay or return payments made by the corporation pursuant to divisions
(E)(5), (6), or (7).

(9) As used in this division, references to "corporation" include
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise, shall stand in
the same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in
the same capacity.

Second Amended Articles of Incorporation of Western Reserve

ARTICLE EIGHTH

EIGHTH: (1) The corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation (including a subsidiary of this corporation), domestic
or foreign, nonprofit

3
<PAGE> 79
or for profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

(2) The corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this corporation),
domestic or foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court of common pleas, or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper.

(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in sections (1) and (2) of this article, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith.

(4) Any indemnification under sections (1) and (2) of this
article, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in sections (1) and (2) of this article. Such determination shall be made (a)
by a majority vote of a quorum consisting of directors of the indemnifying
corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has performed
services for the corporation, or any person to be indemnified within the past
five years, or (c) by the shareholders, or (d) by the court of common pleas or
the court in which such action, suit, or proceeding was brought. Any
determination made by the disinterested directors under section (4)(a) or by
independent legal counsel under section (4)(b) of this article shall be
promptly communicated to the person who threatened or brought the action or
suit by or in the right of the corporation under section (2) of this article,
and within ten days after receipt of such notification, such person shall have
the right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.

(5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this
article, may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the directors in the specific
case upon receipt of a written undertaking by or on behalf of the director,
trustee, officer, employee, or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the

4
<PAGE> 80
corporation as authorized in this article. If a majority vote of a quorum of
disinterested directors so directs by resolution, said written undertaking need
not be submitted to the corporation. Such a determination that a written
undertaking need not be submitted to the corporation shall in no way affect the
entitlement of indemnification as authorized by this article.

(6) The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under the articles or the regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

(7) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation
(including a subsidiary of this corporation), domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under this section.

(8) As used in this section, references to "the corporation"
include all constituent corporations in a consolidation or merger and the new
or surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise shall stand in the same position under this
article with respect to the new or surviving corporation as he would if he had
served the new or surviving corporation in the same capacity.

(9) The foregoing provisions of this article do not apply to any
proceeding against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even though such
person may also be an agent of this corporation. The corporation may indemnify
such named fiduciaries of its employee benefit plans against all costs and
expenses, judgments, fines, settlements or other amounts actually and
reasonably incurred by or imposed upon said named fiduciary in connection with
or arising out of any claim, demand, action, suit or proceeding in which the
named fiduciary may be made a party by reason of being or having been a named
fiduciary, to the same extent it indemnifies an agent of the corporation. To
the extent that the corporation does not have the direct legal power to
indemnify, the corporation may contract with the named fiduciaries of its
employee benefit plans to indemnify them to the same extent as noted above. The
corporation may purchase and maintain insurance on behalf of such named
fiduciary covering any liability to the same extent that it contracts to
indemnify.

Amended Code of Regulations of Western Reserve

ARTICLE V

Indemnification of Directors and Officers

Each Director, officer and member of a committee of this Corporation,
and any person who may have served at the request of this Corporation as a
Director, officer or member of a committee of any other corporation in which
this Corporation owns shares of capital stock or of which this Corporation is a
creditor (and his heirs, executors and administrators) shall be indemnified by
the Corporation against all expenses, costs, judgments, decrees, fines or
penalties as provided by, and to the extent allowed by, Article Eighth of the
Corporation's Articles of Incorporation, as amended.

5
<PAGE> 81
RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet
The Prospectus, consisting of 70 pages
The undertaking to file reports
Representation Pursuant to Section 26(e) (2) (A)
The statement with respect to indemnification
The Rule 484 undertaking
The signatures

Written consent of the following persons:

(a) Sutherland Asbill & Brennan LLP
(b) Ernst & Young LLP
(c) Kenneth Turnquist
(d) Thomas E. Pierpan

The following exhibits:

1. The following exhibits correspond to those required by paragraph A to
the instructions as to exhibits in Form N-8B-2:

A. (1) Resolution of the Board of Directors of Western
Reserve establishing the Separate Account *
(2) Not Applicable
(3) (a) Principal Underwriting Agreement *
(b) Selected Broker Agreement *
(4) Not Applicable
(5) Specimen Variable Adjustable Life Insurance Policy *
(6) (a) Second Amended Articles of Incorporation of
Western Reserve **
(b) Amended Code of Regulations (By-Laws) of
Western Reserve **
(7) Not Applicable
(8) (a) Participation Agreement regarding BT
Insurance Funds Trust ***
(b)(i) Participation Agreement regarding Fidelity
Variable Insurance Products Fund *****
(ii) Participation Agreement regarding Fidelity
Variable Insurance Products Fund II *****
(iii) Participation Agreement regarding Fidelity
Variable Insurance Products Fund III *****
(c) Participation Agreement regarding PIMCO
Variable Insurance Trust *****
(d) Participation Agreement regarding T. Rowe
Price Equity Series, Inc. and T. Rowe Price
International Series, Inc. *****
(e) Participation Agreement regarding Janus Aspen
Series *****
(f) Participation Agreement regarding INVESCO
Variable Investment Funds, Inc.
(9) Not Applicable
(10) Application for Variable Adjustable Life Insurance
Policy *
(11) Memorandum describing issuance, transfer and
redemption procedures ***
2. Opinion of Counsel as to the legality of the securities being
registered *

6
<PAGE> 82

3. Not Applicable
4. Not Applicable
5. Opinion and consent as to actuarial matters pertaining to the
securities being registered *****
6. Consent of Sutherland Asbill & Brennan LLP ****
7. Consent of Ernst & Young LLP *****
8. Powers of Attorney ***

- ----------------------------------
* Incorporated herein by reference to the initial filing of this Form
S-6 registration statement on June 25, 1998 (File No. 333-57681).

** Incorporated herein by reference to Post-Effective Amendment No. 11 to
Form N-4 Registration Statement dated April 20, 1998 (File No.
33-49556).

*** Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Form S-6 Registration Statement filed November 2, 1998 (File No.
333-57681)

**** Incorporated herein by reference to Post-Effective Amendment No. 2 to
Form S-6 registration statement filed April 30, 1999. (File No.
333-57681)

***** Incorporated herein by reference to Post-Effective Amendment No. 3 to
Form S-6 registration statement filed September 23, 1999. (File No.
333-57681)

7
<PAGE> 83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
WRL Series Life Corporate Account, certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
St. Petersburg and State of Florida on this 8th day of November, 1999.

(SEAL) WRL Series Life Corporate Account
---------------------------------------------------
Registrant
Western Reserve Life Assurance Co. of Ohio
---------------------------------------------------
Depositor

ATTEST:
/s/ THOMAS E. PIERPAN By: /s/ JOHN R. KENNEY
- -------------------------------------------- -------------------------------------------------
Thomas E. Pierpan John R. Kenney
Vice President, Assistant Secretary Chairman of the Board,
and Associate General Counsel Chief Executive Officer and President
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----

<S> <C>
/s/ JOHN R. KENNEY November 8, 1999
- -----------------------------------------------------
John R. Kenney, Chairman of the Board, Chief
Executive Officer and President

/s/ ALLAN J. HAMILTON November 8, 1999
- -----------------------------------------------------
Allan J. Hamilton, Vice President, Treasurer and
Controller

/s/ ALAN M. YAEGER November 8, 1999
- -----------------------------------------------------
Alan M. Yaeger, Executive Vice President, Actuary and
Chief Financial Officer

*
- -----------------------------------------------------
Patrick S. Baird, Director

*
- -----------------------------------------------------
James R. Walker, Director

*
- -----------------------------------------------------
Lyman H. Treadway, Director

*
- -----------------------------------------------------
Jack E. Zimmerman, Director

November 8, 1999
- -----------------------------------------------------
*Signed by: /s/ Thomas E. Pierpan
as Attorney-in-fact
</TABLE>

<PAGE> 84
Exhibit Index

<TABLE>
<CAPTION>
Exhibit Description
No. of Exhibit
- ------- ----------
<S> <C>
1.A.(8)(f) Participation Agreement regarding INVESCO Variable
Investment Funds, Inc.
</TABLE>

<PAGE> 1
EXHIBIT 1.A.(8)(f)

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of October, 1999 (the
"Agreement") by and among Western Reserve Life Assurance Co. of Ohio, organized
under the laws of the State of Ohio (the "Company"), on behalf of itself and
each separate account of the Company named in Schedule A to this Agreement, as
may be amended from time to time (each account referred to as the "Account" and
collectively as the "Accounts"); INVESCO Variable Investment Funds, Inc., an
open-end management investment company organized under the laws of the State of
Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under
the laws of the State of Delaware and investment adviser to the Fund (the
"Adviser"); and INVESCO Distributors, Inc., a corporation organized under the
laws of the State of Delaware and principal underwriter/distributor of the
Fund.

WHEREAS, the Fund engages in business as an open-end management investment
company and was established for the purpose of serving as the investment
vehicle for separate accounts established for variable life insurance contracts
and variable annuity contracts to be offered by insurance companies which have
entered into participation agreements substantially similar to this Agreement
(the "Participating Insurance Companies"), and

WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "Portfolios"); and

WHEREAS, the Company, as depositor, has established the Accounts to serve as
investment vehicles for certain variable annuity contracts and variable life
insurance policies and funding agreements offered by the Company set forth on
Schedule A (the "Contracts"); and

WHEREAS, the Accounts are duly organized, validly existing segregated asset
accounts, established by resolutions of the Board of Directors of the Company
under the insurance laws of the State of Ohio, to set aside and invest assets
attributable to the Contracts; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares of the Portfolios named in Schedule B,
as such schedule may be amended from time to time (the "Designated Portfolios")
on behalf of the Accounts to fund the Contracts;

Page 1 of 32
<PAGE> 2
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Adviser and the Distributor agree as follows:

ARTICLE I - SALE OF FUND SHARES

1.1 The Fund agrees to sell to the Company those shares of the Designated
Portfolios which each Account orders, executing such orders on a daily
basis at the net asset value (and with no sales charges) next computed
after receipt and acceptance by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the
Company will be the designee of the Fund for receipt of such orders
from each Account and receipt by such designee will constitute receipt
by the Fund; provided that the Fund receives notice of such order by
11:00 a.m. Eastern Time on the next following business day. "Business
Day" will mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission (the
"Commission"). The Fund may net the notice of redemptions it receives
from the Company under Section 1.3 of this Agreement against the
notice of purchases it receives from the Company under this Section
1.1.

1.2 The Company will pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with Section 1.1.
Payment will be made in federal funds transmitted by wire. Upon
receipt by the Fund of the payment, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of
the Fund.

1.3 The Fund agrees to redeem for cash, upon the Company's request, any
full or fractional shares of the Fund held by the Company, executing
such requests on a daily basis at the net asset value next computed
after receipt and acceptance by the Fund or its agent of the request
for redemption. For purposes of this Section 1.3, the Company will be
the designee of the Fund for receipt of requests for redemption from
each Account and receipt by such designee will constitute receipt by
the Fund; provided the Fund receives notice of such requests for
redemption by 11:00 a.m. Eastern Time on the next following Business
Day. Payment will be made in federal funds transmitted by wire to the
Company's account as designated by the Company in writing from time to
time, on the same Business Day the Fund receives notice of the
redemption order from the Company. After consulting with the Company,
the Fund reserves the right to delay payment of redemption proceeds,
but in no event may such payment be delayed longer than the period
permitted under Section 22(e) of the Investment Company Act of 1940
(the "1940 Act"). The Fund will not bear any responsibility
whatsoever for the

Page 2 of 32
<PAGE> 3
proper disbursement or crediting of redemption proceeds; the Company
alone will be responsible for such action. If notification of
redemption is received after 11:00 Eastern Time, payment for redeemed
shares will be made on the next following Business Day. The Fund may
net the notice of purchases it receives from the Company under Section
1.1 of this Agreement against the notice of redemptions it receives
from the Company under this Section 1.3.

1.4 The Fund agrees to make shares of the Designated Portfolios available
continuously for purchase at the applicable net asset value per share
by Participating Insurance Companies and their separate accounts on
those days on which the Fund calculates its Designated Portfolio net
asset value pursuant to rules of the Commission; provided, however,
that the Board of Directors of the Fund (the "Fund Board") may refuse
to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Fund Board, acting in good faith and in light
of its fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of such Portfolio.

1.5 The Fund agrees that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts,
qualified pension and retirement plans or such other persons as are
permitted under applicable provisions of the Internal Revenue Code of
1986, as amended, (the "Code"), and regulations promulgated
thereunder, the sale to which will not impair the tax treatment
currently afforded the Contracts. No shares of any Portfolio will be
sold directly to the general public.

1.6 The Fund will not sell Fund shares to any insurance company or
separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, and VI of this Agreement
are in effect to govern such sales.

1.7 The Company agrees to purchase and redeem the shares of the Designated
Portfolios offered by the then current prospectus of the Fund in
accordance with the provisions of such prospectus.

1.8 Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or to any
Account. Purchase and redemption orders for Fund shares will be
recorded in an appropriate title for each Account or the appropriate
sub-account of each Account.

1.9 The Fund will furnish same day notice (by facsimile) to the Company of
the declaration of any income, dividends or capital gain distributions
payable on each Designated Portfolio's shares. The Company hereby
elects to receive all such dividends and distributions as are payable
on the Portfolio shares in the form of additional shares of that
Portfolio at the ex-dividend date net asset values. The Company
reserves the right to revoke this election and to receive all such
dividends and distributions in cash.

Page 3 of 32
<PAGE> 4
The Fund will notify the Company of the number of shares so issued as
payment of such dividends and distributions.

1.10 The Fund will make the net asset value per share for each Designated
Portfolio available to the Company via electronic means on a daily
basis as soon as reasonably practical after the net asset value per
share is calculated and will use its best efforts to make such net
asset value per share available by 6:30 p.m., Eastern Time, each
business day. If the Fund provides the Company materially incorrect
net asset value per share information (as determined under SEC
guidelines), the Company shall be entitled to an adjustment to the
number of shares purchased or redeemed to reflect the correct net
asset value per share. Any material error in the calculation or
reporting of net asset value per share, dividend or capital gain
information shall be reported to the Company upon discovery by the
Fund.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that the Contracts are or will be
registered under the Securities Act of 1933 (the "1933 Act"), or are
exempt from registration thereunder, and that the Contracts will be
issued and sold in compliance with all applicable federal and state
laws. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable
law and that it has legally and validly established each Account as a
separate account under Ohio law and that each Account is or will be
registered as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account
for the Contracts, or is exempt from registration thereunder, and that
it will maintain such registration for so long as any Contracts are
outstanding, as applicable. The Company will amend the registration
statement under the 1933 Act for the Contracts and the registration
statement under the 1940 Act for the Account from time to time as
required in order to effect the continuous offering of the Contracts
or as may otherwise be required by applicable law. The Company will
register and qualify the Contracts for sale in accordance with the
securities laws of the various states only if and to the extent deemed
necessary by the Company.

2.2 The Company represents that the Contracts are currently and at the
time of issuance will be treated as annuity contracts and/or life
insurance policies (as applicable) under applicable provisions of the
Code, and that it will make every effort to maintain such treatment
and that it will notify the Fund and the Adviser immediately upon
having a reasonable basis for believing that the Contracts have ceased
to be so treated or that they might not be so treated in the future.

Page 4 of 32
<PAGE> 5
2.3 The Company represents and warrants that it will not purchase shares
of the Designated Portfolio(s) with assets derived from tax-qualified
retirement plans except, indirectly, through Contracts purchased in
connection with such plans.

2.4 The Fund represents and warrants that shares of the Designated
Portfolio(s) sold pursuant to this Agreement will be registered under
the 1933 Act and duly authorized for issuance in accordance with
applicable law and that the Fund is and will remain registered as an
open-end management investment company under the 1940 Act for as long
as such shares of the Designated Portfolio(s) are sold. The Fund will
amend the registration statement for its shares under the 1933 Act and
the 1940 Act from time to time as required in order to effect the
continuous offering of its shares. The Fund will register and qualify
the shares of the Designated Portfolio(s) for sale in accordance with
the laws of the various states only if and to the extent deemed
advisable by the Fund.

2.5 The Fund represents that it will use its best efforts to comply with
any applicable state insurance laws or regulations as they may apply
to the investment objectives, policies and restrictions of the
Portfolios, as they may apply to the Fund. If the Fund cannot comply
with such state insurance laws or regulations, it will so notify the
Company in writing. The Fund makes no other representation as to
whether any aspect of its operations (including, but not limited to,
fees and expenses, and investment policies) complies with the
insurance laws or regulations of any state. The Company represents
that it will use its best efforts to notify the Fund of any
restrictions imposed by state insurance laws that may become
applicable to the Fund as a result of the Accounts' investments
therein. The Fund and the Adviser agree that they will furnish the
information required by state insurance laws to assist the Company in
obtaining the authority needed to issue the Contracts in various
states.

2.6 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it reserves the right to make such payments in the
future. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have the
directors of its Fund Board, a majority of whom are not "interested"
persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.

2.7 The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that it does and will
comply in all material respects with applicable provisions of the 1940
Act.

2.8 The Fund represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Fund are and continue to
be at all times covered by a blanket fidelity bond or similar coverage
for the benefit of the Fund in

Page 5 of 32
<PAGE> 6
an amount not less than the minimal coverage as required currently by
Rule 17g-(1) of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond includes coverage
for larceny and embezzlement and is issued by a reputable bonding
company.

2.9 The Adviser represents and warrants that it is duly registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended, and will remain duly registered under all applicable federal
and state securities laws and that it will perform its obligations for
the Fund in accordance in all material respects with the laws of the
State of Delaware and any applicable state and federal securities
laws.

2.10 The Distributor represents and warrants that it is registered as a
broker-dealer under the Securities and Exchange Act of 1934, as
amended (the "1934 Act") and will remain duly registered under all
applicable federal and state securities laws, and is a member in good
standing of the National Association of Securities Dealers, Inc.
("NASD") and serves as principal underwriter/distributor of the Funds
and that it will perform its obligations for the Fund in accordance in
all material respects with the laws of the State of Delaware and any
applicable state and federal securities laws.

2.11 The Fund, the Adviser and the Distributor represents and warrants to
the Company that each has a Year 2000 compliance program in existence
and that each reasonably intends to be Year 2000 compliant so as to be
able perform all of the services and/or obligations contemplated by or
under this Agreement without interruption. The Fund, the Adviser, and
the Distributor shall immediately notify the Company if it determines
that it will be unable perform all of the services and/or obligations
contemplated by or under this Agreement in a manner that is Year 2000
compliant.

ARTICLE III - FUND COMPLIANCE

3.1 The Fund and the Adviser acknowledge that any failure (whether
intentional or in good faith or otherwise) to comply with the
requirements of Subchapter M of the Code or the diversification
requirements of Section 817(h) of the Code may result in the Contracts
not being treated as variable contracts for federal income tax
purposes, which would have adverse tax consequences for Contract
owners and could also adversely affect the Company's corporate tax
liability. The Fund and the Adviser further acknowledge that any such
failure may result in costs and expenses being incurred by the Company
in obtaining whatever regulatory authorizations are required to
substitute shares of another investment company for those of the
failed Fund or as well as fees and expenses of legal counsel and other
advisors to the Company and any federal income taxes, interest or tax
penalties incurred by the Company in connection with any such failure.

Page 6 of 32
<PAGE> 7
3.2 The Fund represents and warrants that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Code, and that
it will maintain such qualification (under Subchapter M or any
successor or similar provision) and that it will notify the Company
immediately upon having a reasonable basis for believing that it has
ceased to so qualify or that it might not so qualify in the future.

3.3 The Fund represents that it will at all times invest money from the
Contracts in such a manner as to ensure that the Contracts will be
treated as variable contracts under the Code and the regulations
issued thereunder; including, but not limited to, that the Fund will
at all times comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, as amended from time to time, relating to the
diversification requirements for variable annuity, endowment, or life
insurance contracts, and with Section 817(d) of the Code, relating to
the definition of a variable contract, and any amendments or other
modifications to such Section or Regulation. The Fund will notify the
Company immediately upon having a reasonable basis for believing that
the Fund or a Portfolio thereunder has ceased to comply with the
diversification requirements or that the Fund or Portfolio might not
comply with the diversification requirements in the future. In the
event of a breach of this representation by the Fund, it will take all
reasonable steps to adequately diversify the Fund so as to achieve
compliance within the grace period afforded by Treasury Regulation
1.817-5.

3.4 The Adviser agrees to provide the Company with a certificate or
statement indicating compliance by each Portfolio of the Fund with
Section 817(h) of the Code, such certificate or statement to be sent
to the Company no later than thirty (30) days following the end of
each calendar quarter.

ARTICLE IV - PROSPECTUS AND PROXY STATEMENTS/VOTING

4.1 The Fund will provide the Company with as many copies of the current
Fund prospectus and any supplements thereto for the Designated
Portfolio(s) as the Company may reasonably request for distribution,
at the Fund's expense, to Contract owners at the time of Contract
fulfillment and confirmation. To the extent that the Designated
Portfolio(s) are one or more of several Portfolios of the Fund, the
Fund shall bear the cost of providing the Company only with disclosure
related to the Designated Portfolio(s). The Fund will provide, at the
Fund's expense, as many copies of said prospectus as necessary for
distribution, at the Fund's expense, to existing Contract owners. The
Fund will provide the copies of said prospectus to the Company or to
its mailing agent. The Company will distribute the prospectus to
existing Contract owners and will bill the Fund for the reasonable
cost of

Page 7 of 32
<PAGE> 8
such distribution. If requested by the Company, in lieu thereof, the
Fund will provide such documentation, including a final copy of a
current prospectus set in type at the Fund's expense, and other
assistance as is reasonably necessary in order for the Company at
least annually (or more frequently if the Fund prospectus is amended
more frequently) to have the new prospectus for the Contracts and the
Fund's new prospectus printed together, in which case the Fund agrees
to pay its proportionate share of reasonable expenses directly related
to the required disclosure of information concerning the Fund. The
Fund will, upon request, provide the Company with a copy of the Fund's
prospectus through electronic means to facilitate the Company's
efforts to provide Fund prospectuses via electronic delivery, in which
case the Fund agrees to pay its proportionate share of reasonable
expenses related to the required disclosure of information concerning
the Fund.

4.2 The Fund's prospectus will state that the Statement of Additional
Information (the "SAI") for the Fund is available from the Company.
The Fund will provide the Company, at the Fund's expense, with as many
copies of the SAI and any supplements thereto as the Company may
reasonably request for distribution, at the Fund's expense, to
prospective Contract owners and applicants. To the extent that the
Designated Portfolio(s) are one or more of several Portfolios of the
Fund, the Fund shall bear the cost of providing the Company only with
disclosure related to the Designated Portfolio(s). The Fund will
provide, at the Fund's expense, as many copies of said SAI as
necessary for distribution, at the Fund's expense, to any existing
Contract owner who requests such statement or whenever state or
federal law requires that such statement be provided. The Fund will
provide the copies of said SAI to the Company or to its mailing agent.
The Company will distribute the SAI as requested or required and will
bill the Fund for the reasonable cost of such distribution.

4.3 The Fund, at its expense, will provide the Company or its mailing
agent with copies of its proxy material, if any, reports to
shareholders/Contract owners and other permissible communications to
shareholders/Contract owners in such quantity as the Company will
reasonably require. The Company will distribute this proxy material,
reports and other communications to existing Contract owners and will
bill the Fund for the reasonable cost of such distribution.

4.4 If and to the extent required by law, the Company will:

(a) solicit voting instructions from Contract owners;

(b) vote the shares of the Designated Portfolios held in the
Account in accordance with instructions received from Contract
owners; and

(c) vote shares of the Designated Portfolios held in the Account
for which no timely instructions have been received, in the
same proportion as shares of such Designated Portfolio for
which instructions have been received from the Company's
Contract owners,

Page 8 of 32
<PAGE> 9
so long as and to the extent that the Commission continues to
interpret the 1940 Act to require pass-through voting privileges for
variable Contract owners. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the
extent permitted by law. The Company will be responsible for assuring
that the Accounts participating in the Fund calculates voting
privileges in a manner consistent with all legal requirements,
including the Proxy Voting Procedures set forth in Schedule C and the
Mixed and Shared Funding Exemptive Order, as described in Section 7.1.

4.5 The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular, the Fund either will
provide for annual meetings (except insofar as the Commission may
interpret Section 16 of the 1940 Act not to require such meetings) or,
as the Fund currently intends, to comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in
Section 16(c) of the 1940 Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in accordance
with the Commission's interpretation of the requirements of Section
16(a) with respect to periodic elections of directors and with
whatever rules the Commission may promulgate with respect thereto.

ARTICLE V - SALES MATERIAL AND INFORMATION

5.1 The Company will furnish, or will cause to be furnished, to the Fund
or the Adviser, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten (10)
Business Days prior to its use. No such material will be used if the
Fund or the Adviser reasonably objects to such use within five (5)
Business Days after receipt of such material.

5.2 The Company will not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information
or representations contained in the registration statement, prospectus
or SAI for Fund shares, as such registration statement, prospectus and
SAI may be amended or supplemented from time to time, or in reports or
proxy statements for the Fund, or in published reports for the Fund
which are in the public domain or approved by the Fund or the Adviser
for distribution, or in sales literature or other material provided by
the Fund or by the Adviser, except with permission of the Fund or the
Adviser. The Fund and the Adviser agree to respond to any request for
approval on a prompt and timely basis.

5.3 The Fund or the Adviser will furnish, or will cause to be furnished,
to the Company or its designee, each piece of sales literature or
other promotional material in which the Company or its separate

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<PAGE> 10
account is named, at least ten (10) Business Days prior to its use.
No such material will be used if the Company reasonably objects to
such use within five (5) Business Days after receipt of such material.

5.4 The Fund and the Adviser will not give any information or make any
representations or statements on behalf of the Company or concerning
the Company, each Account, or the Contracts other than the information
or representations contained in a registration statement, prospectus
or SAI for the Contracts, as such registration statement, prospectus
and SAI may be amended or supplemented from time to time, or in
published reports for each Account or the Contracts which are in the
public domain or approved by the Company for distribution to Contract
owners, or in sales literature or other material provided by the
Company, except with permission of the Company. The Company agrees to
respond to any request for approval on a prompt and timely basis.

5.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, SAIs, reports, proxy
statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
within a reasonable time after filing of each such document with the
Commission or the NASD.

5.6 The Company will provide to the Fund at least one complete copy of all
definitive prospectuses, definitive SAI, reports, solicitations for
voting instructions, sales literature and other promotional materials,
applications for exemptions, requests for no action letters, and all
amendments to any of the above, that relate to the Contracts or each
Account, contemporaneously with the filing of each such document with
the Commission or the NASD (Except that with respect to post-effective
amendments to such prospectuses and SAIs and sales literature and
promotional material, only those prospectuses and SAIs and sales
literature and promotional material that relate to or refer to the
Fund will be provided.) In addition, the Company will provide to the
Fund at least one complete copy of (i) a registration statement that
relates to the Contracts or each Account, containing representative
and relevant disclosure concerning the Fund; and (ii) any
post-effective amendments to any registration statements relating to
the Contracts or such Account that refer to or relate to the Fund.

5.7 For purposes of this Article V, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper,
magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or
other public media, (i.e., on-line networks such as the Internet or
other electronic messages)), sales literature (i.e., any written
communication distributed or made generally available to customers or
the public, including brochures, circulars, research reports, market
letters, form letters, seminar texts, reprints or excerpts of any
other advertisement, sales literature, or

Page 10 of 32
<PAGE> 11
published article), educational or training materials or other
communications distributed or made generally available to some or all
agents or employees, registration statements, prospectuses, SAIs,
shareholder reports, and proxy materials and any other material
constituting sales literature or advertising under the NASD rules, the
1933 Act or the 1940 Act.

5.8 The Fund and the Adviser hereby consent to the Company's use of the
names INVESCO, AMVESCAP and INVESCO Funds Group, Inc., as well as the
names of the Designated Portfolios set forth in Schedule B of this
Agreement, in connection with marketing the Contracts, subject to the
terms of Sections 5.1 and 5.2 of this Agreement. The Fund and the
Adviser hereby consent to the use of any logo or mark used by the Fund
or Adviser, subject to the Fund's and/or the Adviser's approval of
such use and in accordance with reasonable requirements of the Fund or
the Adviser. Such consent will terminate with the termination of this
Agreement. The Company agrees and acknowledges that either of the
Fund, the Adviser or the Distributor are the owner of the name, logo
or mark and that all use of any designation comprised in whole or in
part of the name, logo or mark under this Agreement shall inure to the
benefit of the Fund, Adviser and/or the Distributor.

5.9 The Fund, the Adviser, the Distributor and the Company agree to adopt
and implement procedures reasonably designed to ensure that
information concerning the Company, the Fund, the Adviser or the
Distributor, respectively, and their respective affiliated companies,
that is intended for use only by brokers or agents selling the
Contracts is properly marked as "Not For Use With The Public" and that
such information is only so used.

ARTICLES VI - FEES, COSTS AND EXPENSES

6.1 The Fund will pay no fee or other compensation to the Company under
this Agreement, except as provided below: (a) if the Fund or any
Designated Portfolio adopts and implements a plan pursuant to Rule
12b-1 under the 1940 Act to finance distribution expenses, then,
subject to obtaining any required exemptive orders or other regulatory
approvals, the Fund may make payments to the Company or to the
underwriter for the Contracts if and in such amounts agreed to by the
Fund in writing; (b) the Fund may pay fees to the Company for
administrative services provided to Contract owners that are not
primarily intended to result in the sale of shares of the Designated
Portfolio or of underlying Contracts.

6.2 All expenses incident to performance by the Fund of this Agreement
will be paid by the Fund to the extent permitted by law. All shares
of the Designated Portfolios will be duly authorized for issuance and
registered in accordance with applicable federal law and, to the
extent deemed advisable by the Fund, in accordance with applicable
state law, prior to sale. The Fund will bear the expenses for the

Page 11 of 32
<PAGE> 12
cost of registration and qualification of the Fund's shares, including
without limitation, the preparation of and filing with the SEC of
Forms N-SAR and Rule 24f-2 Notices and payment of all applicable
registration or filing fees with respect to shares of the Fund;
preparation and filing of the Fund's prospectus, SAI and registration
statement, proxy materials and reports; typesetting the Fund's
prospectus; typesetting and printing proxy materials and reports to
Contract owners (including the costs of printing a Fund prospectus
that constitutes an annual report); the preparation of all statements
and notices required by any federal or state law; all taxes on the
issuance or transfer of the Fund's shares; any expenses permitted to
be paid or assumed by the Fund pursuant to a plan, if any, under Rule
12b-1 under the 1940 Act; and other costs associated with preparation
of prospectuses and SAIs for the Designated Portfolios in electronic
or typeset format, as well as any distribution expenses as set forth
in Article IV of this Agreement.

ARTICLE VII - MIXED & SHARED FUNDING RELIEF

7.1 The Fund represents and warrants that it has received an order from
the Commission granting Participating Insurance Companies and variable
annuity separate accounts and variable life insurance separate
accounts relief from the provisions of Sections 9(a), 13(a), 15(a),
and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be
sold to and held by variable annuity separate accounts and variable
life insurance separate accounts of both affiliated and unaffiliated
Participating Insurance Companies and qualified pension and retirement
plans outside of the separate account context (the "Mixed and Shared
Funding Exemptive Order"). The parties to this Agreement agree that
the conditions or undertakings specified in the Mixed and Shared
Funding Exemptive Order and that may be imposed on the Company, the
Fund and/or the Adviser by virtue of the receipt of such order by the
Commission, will be incorporated herein by reference, and such parties
agree to comply with such conditions and undertakings to the extent
applicable to each such party.

7.2 The Fund Board will monitor the Fund for the existence of any
irreconcilable material conflict among the interests of the Contract
owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons,
including, but not limited to: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any
similar action by insurance, tax, or securities regulatory
authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any
Portfolio

Page 12 of 32
<PAGE> 13
are being managed; (e) a difference in voting instructions given by
Participating Insurance Companies or by variable annuity and variable
life insurance Contract owners; or (f) a decision by an insurer to
disregard the voting instructions of Contract owners. The Fund Board
will promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.
A majority of the Fund Board will consist of persons who are not
"interested" persons of the Fund.

7.3 The Company will report any potential or existing conflicts of which
it is aware to the Fund Board. The Company agrees to assist the Fund
Board in carrying out its responsibilities, as delineated in the Mixed
and Shared Funding Exemptive Order, by providing the Fund Board with
all information reasonably necessary for the Fund Board to consider
any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Fund Board whenever Contract
owner voting instructions are to be disregarded. The Fund Board will
record in its minutes, or other appropriate records, all reports
received by it and all action with regard to a conflict.

7.4 If it is determined by a majority of the Fund Board, or a majority of
its disinterested directors, that an irreconcilable material conflict
exists, the Company and other Participating Insurance Companies will,
at their expense and to the extent reasonably practicable (as
determined by a majority of the disinterested directors), take
whatever steps are necessary to remedy or eliminate the irreconcilable
material conflict, up to and including: (a) withdrawing the assets
allocable to some or all of the Accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund,
or submitting the question whether such segregation should be
submitted to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e.,
variable annuity Contract owners or variable life insurance Contract
owners of one or more Participating Insurance Companies) that votes in
favor of such segregation, or offering to the affected Contract owners
the option of making such a change; and (b) establishing a new
registered management investment company or managed separate account.

7.5 If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions, and such
disregard of voting instructions could conflict with the majority of
Contract owner voting instructions, and the Company's judgment
represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the
affected sub-account of the Account's investment in the Fund and
terminate this Agreement with respect to such sub-account; provided,
however, that such withdrawal and termination will be limited to the
extent required by the foregoing irreconcilable material conflict as
determined by a majority of the disinterested directors of the Fund
Board. No charge or penalty will be imposed as a result of such
withdrawal. Any such withdrawal and termination must take place
within six (6) months after the Fund

Page 13 of 32
<PAGE> 14
gives written notice to the Company that this provision is being
implemented. Until the end of such six-month period the Adviser and
Fund will, to the extent permitted by law and any exemptive relief
previously granted to the Fund, continue to accept and implement
orders by the Company for the purchase (and redemption) of shares of
the Fund.

7.6 If an irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts
with the majority of other state insurance regulators, then the
Company will withdraw the affected sub-account of the Account's
investment in the Fund and terminate this Agreement with respect to
such sub-account; provided, however, that such withdrawal and
termination will be limited to the extent required by the foregoing
irreconcilable material conflict as determined by a majority of the
disinterested directors of the Fund Board. No charge or penalty will
be imposed as a result of such withdrawal. Any such withdrawal and
termination must take place within six (6) months after the Fund gives
written notice to the Company that this provision is being
implemented. Until the end of such six-month period the Advisor and
Fund will, to the extent permitted by law and any exemptive relief
previously granted to the Fund, continue to accept and implement
orders by the Company for the purchase (and redemption) of shares of
the Fund.

7.7 For purposes of Sections 7.4 through 7.7 of this Agreement, a majority
of the disinterested members of the Fund Board will determine whether
any proposed action adequately remedies any irreconcilable material
conflict, but in no event, other than as specified in Section 7.4,
will the Fund be required to establish a new funding medium for the
Contracts. The Company will not be required by Section 7.4 to
establish a new funding medium for the Contracts if an offer to do so
has been declined by vote of a majority of Contract owners affected by
the irreconcilable material conflict.

7.8 The Company will at least annually submit to the Fund Board such
reports, materials or data as the Fund Board may reasonably request so
that the Fund Board may fully carry out the duties imposed upon it as
delineated in the Mixed and Shared Funding Exemptive Order, and said
reports, materials and data will be submitted more frequently if
deemed appropriate by the Fund Board.

7.9 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision
of the 1940 Act or the rules promulgated thereunder with respect to
mixed or shared funding (as defined in the Mixed and Shared Funding
Exemptive Order) on terms and conditions materially different from
those contained in the Mixed and Shared Funding Exemptive Order, then:
(a) the Fund and/or the Participating Insurance Companies, as
appropriate, will take such steps as may be necessary to comply with
Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable; and (b) Sections 4.4, 4.5, 7.1, 7.2,
7.3, 7.4, and 7.5

Page 14 of 32
<PAGE> 15
of this Agreement will continue in effect only to the extent that
terms and conditions substantially identical to such Sections are
contained in such Rule(s) as so amended or adopted.

ARTICLE VIII - INDEMNIFICATION

8.1 INDEMNIFICATION BY THE COMPANY

(a) The Company agrees to indemnify and hold harmless the Fund,
the Adviser, the Distributor, and each person, if any, who
controls or is associated with the Fund, the Adviser, or the
Distributor within the meaning of such terms under the federal
securities laws and any director, trustee, officer, employee
or agent of the foregoing (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all
losses, claims, expenses, damages, liabilities (including
amounts paid in settlement with the written consent of the
Company) or actions in respect thereof (including reasonable
legal and other expenses), to which the Indemnified Parties
may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or
settlements:

(1) arise out of or are based upon any untrue statements
or alleged untrue statements of any material fact
contained in the registration statement, prospectus
or SAI for the Contracts or contained in the
Contracts or sales literature or other promotional
material for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged
omission to state therein a material fact required to
be stated or necessary to make such statements not
misleading in light of the circumstances in which
they were made; provided that this agreement to
indemnify will not apply as to any Indemnified Party
if such statement or omission of such alleged
statement or omission was made in reliance upon and
in conformity with information furnished to the
Company by or on behalf of the Fund, the Adviser, of
the Distributor for use in the registration
statement, prospectus or SAI for the Contracts or in
the Contracts or sales literature (or any amendment
or supplement) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or

(2) arise out of or as a result of statements or
representations by or on behalf of the Company (other
than statements or representations contained in the
Fund registration statement, prospectus, SAI or sales
literature or other promotional material of the Fund,
or any amendment or supplement to the foregoing, not
supplied by the Company

Page 15 of 32
<PAGE> 16
or persons under its control) or wrongful conduct of
the Company or persons under its control, with
respect to the sale or distribution of the Contracts
or Fund shares; or

(3) arise out of untrue statement or alleged untrue
statement of a material fact contained in the Fund
registration statement, prospectus, SAI or sales
literature or other promotional material of the Fund
(or amendment or supplement) or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make
such statements not misleading in light of the
circumstances in which they were made, if such a
statement or omission was made in reliance upon and
in conformity with information furnished to the Fund
by or on behalf of the Company or persons under its
control; or

(4) arise as a result of any failure by the Company to
provide the services and furnish the materials under
the terms of this Agreement; or

(5) arise out of any material breach of any
representation and/or warranty made by the Company in
this Agreement or arise out of or result from any
other material breach by the Company of this
Agreement;

except to the extent provided in Sections 8.1(b) and 8.4
hereof. This indemnification will be in addition to any
liability that the Company otherwise may have.

(b) No party will be entitled to indemnification under Section
8.1(a) if such loss, claim, damage, liability or action is due
to the willful misfeasance, bad faith, or gross negligence in
the performance of such party's duties under this Agreement,
or by reason of such party's reckless disregard of its
obligations or duties under this Agreement.

(c) The Indemnified Parties promptly will notify the Company of
the commencement of any litigation, proceedings, complaints or
actions by regulatory authorities against them in connection
with the issuance or sale of the Fund shares or the Contracts
or the operation of the Fund.

8.2 INDEMNIFICATION BY THE ADVISER & DISTRIBUTOR

(a) The Adviser and Distributor agree to indemnify and hold
harmless the Company and each person, if any, who controls or
is associated with the Company within the meaning of such
terms under the federal securities laws and any director,
officer, employee or agent of the foregoing (collectively, the
"Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, expenses, damages,
liabilities (including amounts paid in settlement with

Page 16 of 32
<PAGE> 17
the written consent of the Adviser and Distributor) or actions
in respect thereof (including reasonable legal and other
expenses) to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements:

(1) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact
contained in the registration statement, prospectus
or SAI for the Fund or sales literature or other
promotional material of the Fund (or any amendment or
supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged
omission to state therein a material fact required to
be stated or necessary to make such statements not
misleading in light of the circumstances in which
they were made; provided that this agreement to
indemnify will not apply as to any Indemnified Party
if such statement or omission of such alleged
statement or omission was made in reliance upon and
in conformity with information furnished to the
Adviser or Fund by or on behalf of the Company for
use in the registration statement, prospectus or SAI
for the Fund or in sales literature of the Fund (or
any amendment or supplement thereto) or otherwise for
use in connection with the sale of the Contracts or
Fund shares; or

(2) arise out of or as a result of statements or
representations (other than statements or
representations contained in the Contracts or in the
Contract or Fund registration statements,
prospectuses or statements of additional information
or sales literature or other promotional material for
the Contracts or of the Fund, or any amendment or
supplement to the foregoing, not supplied by the
Adviser or the Fund or persons under the control of
the Adviser or the Fund respectively) or wrongful
conduct of the Adviser or the Fund or persons under
the control of the Adviser or the Fund respectively,
with respect to the sale or distribution of the
Contracts or Fund shares; or

(3) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a
registration statement, prospectus, SAI or sales
literature or other promotional material covering the
Contracts (or any amendment or supplement thereto),
or the omission or alleged omission to state therein
a material fact required to be stated or necessary to
make such statement or statements not misleading in
light of the circumstances in which they were made,
if such statement or omission was made in reliance
upon and in conformity with information furnished to
the Company by or on

Page 17 of 32
<PAGE> 18
behalf of the Adviser or the Fund or persons under
the control of the Adviser or the Fund; or

(4) arise as a result of any failure by the Fund or the
Adviser to provide the services and furnish the
materials under the terms of this Agreement; or

(5) arise out of or result from any material breach of
any representation and/or warranty made by the
Adviser or the Fund in this Agreement, or arise out
of or result from any other material breach of this
Agreement by the Adviser or the Fund (including a
failure, whether intentional or in good faith or
otherwise, to comply with the requirements of
Subchapter M of the Code specified in Article III,
Section 3.2 of this Agreement and the diversification
requirements specified in Article III, Section 3.3 of
this Agreement, as described more fully in Section
8.5 below);

except to the extent provided in Sections 8.2(b) and 8.4
hereof. This indemnification will be in addition to any
liability that the Adviser or Distributor otherwise may have.

(b) No party will be entitled to indemnification under Section
8.2(a) if such loss, claim, damage, liability or action is due
to the willful misfeasance, bad faith, or gross negligence in
the performance of such party's duties under this Agreement,
or by reason of such party's reckless disregard or its
obligations or duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Adviser and
the Fund of the commencement of any litigation, proceedings,
complaints or actions by regulatory authorities against them
in connection with the issuance or sale of the Contracts or
the operation of the Account.

8.3 INDEMNIFICATION BY THE FUND

(a) The Fund agrees to indemnify and hold harmless the Company and
each person, if any, who controls or is associated with the
Company within the meaning of such terms under the federal
securities laws and any director, officer, employee or agent
of the foregoing (collectively, the "Indemnified Parties" for
purposes of this Section 8.3) against any and all losses,
claims, expenses, damages, liabilities (including amounts paid
in settlement with the written consent of the Fund) or action
in respect thereof (including reasonable legal and other
expenses) to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements, are
related to the operations of the Fund and:

Page 18 of 32
<PAGE> 19
(1) arise as a result of any failure by the Fund to
provide the services and furnish the materials under
the terms of this Agreement; or

(2) arise out of or result from any material breach of
any representation and/or warranty made by the Fund
in this Agreement or arise out of or result from any
other material breach of this Agreement by the Fund
(including a failure, whether intentional or in good
faith or otherwise, to comply with the requirements
of Subchapter M of the Code specified in Article III,
Section 3.2 of this Agreement and the diversification
requirements specified in Article III, Section 3.3 of
this Agreement as described more fully in Section 8.5
below); or

(3) arise out of or result from the incorrect or untimely
calculation or reporting of daily net asset value per
share or dividend or capital gain distribution rate;

except to the extent provided in Sections 8.3(b) and 8.4
hereof. This indemnification will be in addition to any
liability that the Fund otherwise may have.

(b) No party will be entitled to indemnification under Section
8.3(a) if such loss, claim, damage, liability or action is due
to the willful misfeasance, bad faith, or gross negligence in
the performance of such party's duties under this Agreement,
or by reason of such party's reckless disregard of its
obligations and duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Fund of the
commencement of any litigation, proceedings, complaints or
actions by regulatory authorities against them in connection
with the issuance or sale of the Contracts or the operation of
the Account.

8.4 INDEMNIFICATION PROCEDURE

Any person obligated to provide indemnification under this Article
VIII ("Indemnifying Party" for the purpose of this Section 8.4) will
not be liable under the indemnification provisions of this Article
VIII with respect to any claim made against a party entitled to
indemnification under this Article VIII ("Indemnified Party" for the
purpose of this Section 8.4) unless such Indemnified Party will have
notified the Indemnifying Party in writing within a reasonable time
after the summons or other first legal process giving information of
the nature of the claim will have been served upon such Indemnified
Party (or after such party will have received notice of such service
on any designated agent), but failure to notify the Indemnifying Party
of any such claim will not relieve the Indemnifying Party from any
liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of the indemnification
provision of this Article VIII, except to the

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<PAGE> 20
extent that the failure to notify results in the failure of actual
notice to the Indemnifying Party and such Indemnifying Party is
damaged solely as a result of failure to give such notice. In case
any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also will be
entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election to
assume the defense thereof, the Indemnified Party will bear the fees
and expenses of any additional counsel retained by it, and the
Indemnifying Party will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other
than reasonable costs of investigation, unless: (a) the Indemnifying
Party and the Indemnified Party will have mutually agreed to the
retention of such counsel; or (b) the named parties to any such
proceeding (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and representation of
both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. The Indemnifying Party
will not be liable for any settlement of any proceeding effected
without its written consent but if settled with such consent or if
there is a final judgment for the plaintiff, the Indemnifying Party
agrees to indemnify the Indemnified Party from and against any loss or
liability by reason of such settlement or judgment. A successor by
law of the parties to this Agreement will be entitled to the benefits
of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII will survive
any termination of this Agreement.

8.5 INDEMNIFICATION FOR FAILURE TO COMPLY WITH DIVERSIFICATION
REQUIREMENTS

The Fund and the Adviser acknowledge that any failure (whether
intentional or in good faith or otherwise) to comply with the
diversification requirements specified in Article III, Section 3.3 of
this Agreement may result in the Contracts not being treated as
variable contracts for federal income tax purposes, which would have
adverse tax consequences for Contract owners and could also adversely
affect the Company's corporate tax liability. Accordingly, without in
any way limiting the effect of Sections 8.2(a) and 8.3(a) hereof and
without in any way limiting or restricting any other remedies
available to the Company, the Fund, the Adviser and the Distributor
will pay on a joint and several basis all costs associated with or
arising out of any failure, or any anticipated or reasonably
foreseeable failure, of the Fund or any Portfolio to comply with
Section 3.3 of this Agreement, including all costs associated with
correcting or responding to any such failure; such costs may include,
but are not limited to, the costs involved in creating, organizing,
and registering a new investment company as a funding medium for the
Contracts and/or the costs of obtaining whatever regulatory
authorizations are

Page 20 of 32
<PAGE> 21
required to substitute shares of another investment company for those
of the failed Fund or Portfolio (including but not limited to an order
pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal
counsel and other advisors to the Company and any federal income taxes
or tax penalties (or "toll charges" or exactments or amounts paid in
settlement) incurred by the Company in connection with any such
failure or anticipated or reasonably foreseeable failure. Such
indemnification and reimbursement obligation shall be in addition to
any other indemnification and reimbursement obligations of the Fund,
the Adviser and/or the Distributor under this Agreement.

ARTICLE IX - APPLICABLE LAW

9.1 This Agreement will be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Delaware.

9.2 This Agreement will be subject to the provisions of the 1933 Act, the
1934 Act and the 1940 Act, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the Commission may grant (including, but not limited
to, the Mixed and Shared Funding Exemptive Order) and the terms hereof
will be interpreted and construed in accordance therewith.

ARTICLE X - TERMINATION

10.1 This Agreement will terminate:

(a) at the option of any party, with or without cause, with
respect to one, some or all of the Portfolios, upon six (6)
month's advance written notice to the other parties or, if
later, upon receipt of any required exemptive relief or orders
from the SEC, unless otherwise agreed in a separate written
agreement among the parties; or

(b) at the option of the Company, upon written notice to the other
parties, with respect to any Portfolio if shares of the
Portfolio are not reasonably available to meet the
requirements of the Contracts as determined in good faith by
the Company; or

(c) at the option of the Company, upon written notice to the other
parties, with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such
law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by
Company; or

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<PAGE> 22
(d) at the option of the Fund, upon written notice to the other
parties, upon institution of formal proceedings against the
Company by the NASD, the Commission, the Insurance Commission
of any state or any other regulatory body regarding the
Company's duties under this Agreement or related to the sale
of the Contracts, the administration of the Contracts, the
operation of the Account, or the purchase of the Fund shares,
provided that the Fund determines in its sole judgment,
exercised in good faith, that any such proceeding would have a
material adverse effect on the Company's ability to perform
its obligations under this Agreement; or

(e) at the option of the Company, upon written notice to the other
parties, upon institution of formal proceedings against the
Fund or the Adviser by the NASD, the Commission or any state
securities or insurance department or any other regulatory
body, provided that the Company determines in its sole
judgment, exercised in good faith, that any such proceeding
would have a material adverse effect on the Fund's or the
Adviser's ability to perform its obligations under this
Agreement; or

(f) at the option of the Company, upon written notice to the other
parties, if the Fund ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code, or under
any successor or similar provision, or if the Company
reasonably and in good faith believes that the Fund may fail
to so qualify; or

(g) at the option of the Company, upon written notice to the other
parties, with respect to any Portfolio if the Fund fails to
meet the diversification requirements specified in Section 3.3
hereof or if the Company reasonably and in good faith believes
the Fund may fail to meet such requirements; or

(h) at the option of any party to this Agreement, upon written
notice to the other parties, upon another party's material
breach of any provision of this Agreement; or

(i) at the option of the Company, if the Company determines in its
sole judgment exercised in good faith that either the Fund or
the Adviser has suffered a material adverse change in its
business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity
which is likely to have a material adverse impact upon the
business and operations of the Company, such termination to be
effective sixty (60) days' after receipt by the other parties
of written notice of the election to terminate; or

(j) at the option of the Fund or the Adviser, if the Fund or
Adviser respectively, determines in its sole judgment
exercised in good faith that the Company has suffered a
material adverse change in its business, operations or
financial condition since the date of this Agreement or is the

Page 22 of 32
<PAGE> 23
subject of material adverse publicity which is likely to have
a material adverse impact upon the business and operations of
the Fund or the Adviser, such termination to be effective
sixty (60) days' after receipt by the other parties of written
notice of the election to terminate; or

(k) at the option of the Company or the Fund upon receipt of any
necessary regulatory approvals and/or the vote of the Contract
owners having an interest in the Account (or any sub-account)
to substitute the shares of another investment company for the
corresponding Portfolio's shares of the Fund in accordance
with the terms of the Contracts for which those Portfolio
shares had been selected to serve as the underlying portfolio.
The Company will give sixty (60) days' prior written notice to
the Fund of the date of any proposed vote or other action
taken to replace the Fund's shares or of the filing of any
required regulatory approval(s); or

(1) at the option of the Company or the Fund upon a determination
by a majority of the Fund Board, or a majority of the
disinterested Fund Board members, that an irreconcilable
material conflict exists among the interests of: (1) all
Contract owners of variable insurance products of all separate
accounts; or (2) the interests of the Participating Insurance
Companies investing in the Fund as set forth in Article VII of
this Agreement; or

(m) at the option of the Fund in the event any of the Contracts
are not issued or sold in accordance with applicable federal
and/or state law. Termination will be effective immediately
upon such occurrence without notice.

10.2 NOTICE REQUIREMENT

(a) No termination of this Agreement, except a termination under
Section 10.1 (m) of this Agreement, will be effective unless
and until the party terminating this Agreement gives prior
written notice to all other parties of its intent to
terminate, which notice will set forth the basis for the
termination.

(b) In the event that any termination of this Agreement is based
upon the provisions of Article VII, such prior written notice
will be given in advance of the effective date of termination
as required by such provisions.

10.3 EFFECT OF TERMINATION

Notwithstanding any termination of this Agreement, the Fund, the
Adviser and the Distributor will, at the option of the Company,
continue to make available additional shares of the Fund pursuant to
the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the Existing Contracts will be
permitted to reallocate investments in the Designated Portfolios (as
in effect on such date), redeem investments in the Designated
Portfolios and/or invest in

Page 23 of 32
<PAGE> 24
the Designated Portfolios upon the making of additional purchase
payments under the Existing Contracts. The parties agree that this
Section 10.3 will not apply to any terminations under Article VII and
the effect of such Article VII terminations will be governed by
Article VII of this Agreement.

10.4 SURVIVING PROVISIONS

Notwithstanding any termination of this Agreement, each party's
obligations under Article VIII to indemnify other parties will survive
and not be affected by any termination of this Agreement. In
addition, with respect to Existing Contracts, all provisions of this
Agreement also will survive and not be affected by any termination of
this Agreement.

ARTICLE XI - NOTICES

Any notice will be deemed duly given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other parties.

If to the Company:
Western Reserve Life Assurance Co. of Ohio
c/o Extraordinary Markets Divisions
4333 Edgewood Road NE
Cedar Rapids IA 52499

If to the Fund:
INVESCO Variable Investment Funds, Inc.
7800 E. Union Avenue
Denver, Colorado 80217-3706
Attn: Glen A. Payne - Senior Vice President

If to the Adviser:
INVESCO Funds Group, Inc.
7800 E. Union Avenue
Denver, Colorado 80217-3706
Attn: Glen A. Payne - Senior Vice President

If to the Distributor:
INVESCO Distributors, Inc.
7800 E. Union Avenue
Denver, Colorado 80217-3706
Attn: Glen A. Payne - Senior Vice President

ARTICLE XII - MISCELLANEOUS

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<PAGE> 25
12.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither
the directors, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.

12.2 The Fund and the Adviser acknowledge that the identities of the
customers of the Company or any of its affiliates (collectively the
"Protected Parties" for purposes of this Section 12.2), information
maintained regarding those customers, and all computer programs and
procedures developed by the Protected Parties or any of their
employees or agents in connection with the Company's performance of
its duties under this Agreement are the valuable property of the
Protected Parties. The Fund and the Adviser agree that if they come
into possession of any list or compilation of the identities of or
other information about the Protected Parties' customers, or any other
property of the Protected Parties, other than such information as may
be independently developed or compiled by the Fund or the Adviser from
information supplied to them by the Protected Parties' customers who
also maintain accounts directly with the Fund or the Adviser, the Fund
and the Adviser will hold such information or property in confidence
and refrain from using, disclosing or distributing any of such
information or other property except: (a) with the Company' s prior
written consent; or (b) as required by law or judicial process. The
Fund and the Adviser acknowledge that any breach of the agreements in
this Section 12.2 would result in immediate and irreparable harm to
the Protected Parties for which there would be no adequate remedy at
law and agree that in the event of such a breach, the Protected
Parties will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any court of
competent jurisdiction deems appropriate.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the
same instrument.

12.5 If any provision of this Agreement will be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement will not be affected thereby.

12.6 This Agreement will not be assigned by any party hereto without the
prior written consent of all the parties.

12.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are
entitled to under state and federal law.

12.8 The parties to this Agreement acknowledge and agree that this
Agreement shall not be exclusive in any respect.

Page 25 of 32
<PAGE> 26
12.9 Each party to this Agreement will cooperate with each other party and
all appropriate governmental authorities (including without limitation
the Commission, the NASD and state insurance regulators) and will
permit each other and such authorities reasonable access to its books
and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.

12.10 Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein
have been duly authorized by all necessary corporate or board action,
as applicable, by such party and when so executed and delivered this
Agreement will be the valid and binding obligation of such party
enforceable in accordance with its terms.

12.11 The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the
Contracts, the Accounts or the Portfolios of the Fund or other
applicable terms of this Agreement.

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<PAGE> 27
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed hereto as of the date specified below.

WESTERN RESERVE LIFE ASSURANCE COMPANY OF OHIO

By: _s/ Paul Reaburn
------------------------------
Paul Reaburn
Vice President

INVESCO VARIABLE INVESTMENT FUNDS, INC.

By: _s/ Mark H. Williamson
------------------------------
Mark H. Williamson
President

INVESCO FUNDS GROUP, INC.

By: _s/ Mark H. Williamson
------------------------------
Mark H. Williamson
Chairman and Chief Executive Officer

INVESCO DISTRIBUTORS, INC.

By: _s/ Mark H. Williamson
------------------------------
Mark H. Williamson
Chairman and Chief Executive Officer

Page 27 of 32
<PAGE> 28
PARTICIPATION AGREEMENT
SCHEDULE A

The following Separate Accounts and Associated Contracts of Western Reserve
Life Assurance Company of Ohio are permitted in accordance with the provisions
of this Agreement to invest in Portfolios of the Fund shown in Schedule B:

<TABLE>
<CAPTION>
CONTRACTS FUNDED BY SEPARATE ACCOUNT NAME OF SEPARATE ACCOUNT
- ------------------------------------ ------------------------
<S> <C>
Advantage IV WRL Series Life Corporate Account
WL 694 136 82 598 (may vary by state)
</TABLE>

Page 28 of 32
<PAGE> 29
PARTICIPATION AGREEMENT
SCHEDULE B

The Separate Account(s) shown on Schedule A may invest in the following
Portfolios of the Fund.

INVESCO VIF - Blue Chip Growth Fund

INVESCO VIF - Dynamics Fund

INVESCO VIF - Equity Income Fund

INVESCO VIF - Financial Services Fund

INVESCO VIF - Health Sciences Fund

INVESCO VIF - High Yield Fund

INVESCO VIF - Market Neutral Fund

INVESCO VIF - Realty Fund

INVESCO VIF - Small Company Growth Fund

INVESCO VIF - Technology Fund

INVESCO VIF - Telecommunications Fund

INVESCO VIF - Total Return Fund

INVESCO VIF - Utilities Fund

Page 29 of 32
<PAGE> 30
PARTICIPATION AGREEMENT
SCHEDULE C
PROXY VOTING PROCEDURES

The following is a list of procedures and corresponding responsibilities for
the handling of proxies and voting instructions relating to the Fund. The
defined terms herein shall have the meanings assigned in the Participation
Agreement except that the term "Company" shall also include the department or
third party assigned by the Company to perform the steps delineated below.

1. The proxy proposals are given to the Company by the Fund as early as
possible before the date set by the Fund for the shareholder meeting to
enable the Company to consider and prepare for the solicitation of voting
instructions from owners of the Contracts and to facilitate the
establishment of tabulation procedures. At this time the Fund will inform
the Company of the Record, Mailing and Meeting dates. This will be done
verbally approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of
units which are attributed to each contract owner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.

NOTE: The number of proxy statements is determined by the activities
described in this Step #2. The Company will use its best efforts to call
in the number of Customers to the Fund , as soon as possible, but no later
than two weeks after the Record Date.

3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of voting,
instruction solicitation material. The Fund will provide the last Annual
Report to the Company pursuant to the terms of Section 6.2 of the Agreement
to which this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Fund or its
affiliate must approve the Card before it is printed. Allow approximately
2-4 business days for printing information on the Cards. Information
commonly found on the Cards includes:

- name (legal name as found on account registration)

- address

- Fund or account number

- coding to state number of units

- individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund).

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

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<PAGE> 31
5. During this time, the Fund will develop, produce and pay for the Notice of
Proxy and the Proxy Statement (one document). Printed and folded notices
and statements will be sent to Company for insertion into envelopes
(envelopes and return envelopes are provided and paid for by the Company).
Contents of envelope sent to Customers by the Company will include:

- Voting Instruction Card(s)

- one proxy notice and statement (one document)

- return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent

- "urge buckslip" - optional, but recommended. (This is a
small, single sheet of paper that requests Customers to vote
as quickly as possible and that their vote is important. One
copy will be supplied by the Fund.)

- cover letter - optional, supplied by Company and reviewed and
approved in advance by the Fund

6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to the Fund.

7. Package mailed by the Company.

* The Fund must allow at least a 15-day solicitation time to the Company
as the shareowner. (A 5-week period is recommended.) Solicitation time is
calculated as calendar days from (but NOT including,) the meeting, counting
backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An
often used procedure is to sort Cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.

NOTE: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by the Fund in the past.

9. Signatures on Card checked against legal name on account registration which
was printed on the Card.

NOTE: For Example, if the account registration is under "John A. Smith,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.

10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter and a
new Card and return envelope. The mutilated or illegible Card is
disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have been "kicked out" (e.g. mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to why
they did not complete the system. Any questions on those Cards are usually
remedied individually.

11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated
in terms of a percentage and the number of SHARES.) The Fund must review
and approve tabulation format.

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<PAGE> 32
13. Final tabulation in shares is verbally given by the Company to the Fund on
the morning of the meeting not later than 10:00 a.m. Eastern time. The
Fund may request an earlier deadline if reasonable and if required to
calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
The Fund will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, the Fund will be
permitted reasonable access to such Cards.

16. All approvals and "signing-off' may be done orally, but must always be
followed up in writing.

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