TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL 3, S-6, 1999-11-30

TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL 3
S-6, 1999-11-30

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As filed with the Securities and Exchange Commission on November 30, 1999
Registration File Nos. 33-________/811-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
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TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-3
(Exact Name of Trust)

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
(Name of Depositor)

1150 South Olive Street
Los Angeles, California 90015
(Complete Address of Depositor's Principal Executive Offices)

Thomas E. Pierpan, Esq.
Vice President
Transamerica Occidental Life Insurance Company
570 Carillon Parkway
St. Petersburg, Florida 33716
(Name and Complete Address of Agent for Service)

Copies to:

Stephen E. Roth, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
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Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the Registration Statement.

Title of Securities Being Registered: Units of interest in the separate account
under flexible premium deferred variable life insurance policies.

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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

P R O S P E C T U S
, 2000

TRANSAMERICA ELITE(SM)
issued through
Transamerica Occidental Life Separate Account
VUL-3
by
Transamerica Occidental Life Insurance Company
570 Carillon Parkway
St. Petersburg, Florida 33716
1-800-322-7164
(727) 299-1800

AN INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE____ OF THIS PROSPECTUS.

An investment in this Policy is not a bank
deposit. The Policy is not insured or
guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

THE SECURITIES AND EXCHANGE Prospectuses for the portfolios of:
COMMISSION HAS NOT APPROVED [ ] WRL Series Fund, Inc.; and
OR DISAPPROVED THESE SECURITIES [ ] Transamerica Variable Insurance Fund,
ADEQUACY OR PASSED UPON THE Inc. must accompany this prospectus. Certain
OF THIS PROSPECTUS. ANY portfolios may not be available in all
REPRESENTATION TO THE CONTRARY states. Please read these documents before
IS A CRIMINAL OFFENSE. investing and save them for future reference.

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TABLE OF CONTENTS
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<TABLE>
<S> <C>
Glossary ....................................................... 1
Policy Summary ................................................. 4
Risk Summary ................................................... 9
Portfolio Annual Expense Table ................................. 13
Transamerica and the Fixed Account ............................. 15
Transamerica ............................................... 15
The Fixed Account .......................................... 15
The Separate Account and the Portfolios ........................ 16
The Separate Account ....................................... 16
The Portfolios ............................................. 16
Addition, Deletion, or Substitution of Investments ......... 20
Your Right to Vote Portfolio Shares ........................ 20
The Policy ..................................................... 21
Purchasing a Policy ........................................ 21
Underwriting Standards ..................................... 21
When Insurance Coverage Takes Effect ....................... 22
Ownership Rights ........................................... 23
Canceling a Policy ......................................... 25
Premiums ....................................................... 25
Premium Flexibility ........................................ 25
Planned Periodic Payments .................................. 26
Minimum No Lapse Premium ................................... 26
No Lapse Period ............................................ 26
Premium Limitations ........................................ 27
Making Premium Payments .................................... 27
Allocating Premiums ........................................ 27
Policy Values .................................................. 28
Cash Value ................................................. 28
Net Surrender Value ........................................ 29
Subaccount Value ........................................... 29
Subaccount Unit Value ...................................... 29
Fixed Account Value ........................................ 30
Transfers ...................................................... 31
General .................................................... 31
Fixed Account Transfers .................................... 32
Conversion Rights .......................................... 32
Dollar Cost Averaging ...................................... 33
Asset Rebalancing Program .................................. 33
Third Party Asset Allocation Services ...................... 34
Charges and Deductions ......................................... 35
Premium Charges ............................................ 35
Monthly Deduction .......................................... 35
Mortality and Expense Risk Charge .......................... 37
Surrender Charge ........................................... 37
This Policy is not available in the State of New York.
</TABLE>

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<TABLE>
<S> <C>
Pro Rata Decrease Charge ................................... 40
Transfer Charge ............................................ 40
Change in Premium Allocation Charge ........................ 41
Cash Withdrawal Charge ..................................... 41
Taxes ...................................................... 41
Portfolio Expenses ......................................... 41
Death Benefit .................................................. 41
Death Benefit Proceeds ..................................... 41
Death Benefit .............................................. 42
Effects of Cash Withdrawals on the Death Benefit ........... 44
Choosing Death Benefit Options ............................. 44
Changing the Death Benefit Option .......................... 44
Decreasing the Specified Amount ............................ 44
Payment Options ............................................ 45
Surrenders and Cash Withdrawals ................................ 45
Surrenders ................................................. 45
Cash Withdrawals ........................................... 46
Loans .......................................................... 47
General .................................................... 47
Interest Rate Charged ...................................... 48
Loan Reserve Interest Rate Credited ........................ 48
Preferred Loans ............................................ 48
Effect of Policy Loans ..................................... 48
Policy Lapse and Reinstatement ................................. 49
Lapse ...................................................... 49
No Lapse Period ............................................ 49
Reinstatement .............................................. 50
Federal Income Tax Considerations .............................. 50
Tax Status of the Policy ................................... 51
Tax Treatment of Policy Benefits ........................... 51
Special Rules for 403(b) Arrangements ...................... 53
Other Policy Information ....................................... 54
Our Right to Contest the Policy ............................ 54
Suicide Exclusion .......................................... 54
Misstatement of Age or Gender .............................. 54
Modifying the Policy ....................................... 55
Benefits at Maturity ....................................... 55
Payments We Make ........................................... 55
Settlement Options ......................................... 56
Reports to Owners .......................................... 57
Records .................................................... 57
Policy Termination ......................................... 57
Supplemental Benefits (Riders) ................................. 58
Children's Insurance Rider ................................. 58
Accidental Death Benefit Rider ............................. 58
Other Insured Rider ........................................ 58
Disability Waiver Rider .................................... 59
Disability Waiver and Income Rider ......................... 59
</TABLE>

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<TABLE>
<S> <C>
Primary Insured Rider ("PIR") and Primary Insured
Rider Plus ("PIR Plus") ........................................ 59
Living Benefit Rider (an Accelerated Death Benefit) ............... 60
IMSA .................................................................. 61
Performance Data ...................................................... 61
Rates of Return ................................................... 61
Hypothetical Illustrations Based on Adjusted Portfolio Performance 62
Other Performance Data in Advertising Sales Literature ............ 73
Transamerica's Published Ratings .................................. 73
Additional Information ................................................ 74
Sale of the Policies .............................................. 74
Legal Matters ..................................................... 74
Legal Proceedings ................................................. 74
Variations in Policy Provisions ................................... 74
Year 2000 Readiness Disclosure .................................... 74
Experts ........................................................... 74
Financial Statements .............................................. 74
Additional Information about Transamerica ......................... 75
Transamerica's Directors and Officers ............................. 75
Additional Information about the Separate Account ................. 78
Appendix A -- Illustrations ........................................... 79
Appendix B -- Wealth Indices of Investments in the U.S. Capital Market 83
Index to Financial Statements ......................................... 85
Transamerica Occidental Life Separate Account VUL-3 ............... 85
Transamerica Occidental Life Insurance Company .................... 85
</TABLE>

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GLOSSARY
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<TABLE>
<S> <C>
accounts The options to which you can allocate your money. The accounts include the
fixed account and the subaccounts in the separate account.
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attained age The issue age of the insured, plus the number of completed years since the
Policy date.
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beneficiary(ies) The person or persons you select to receive the death benefit from this Policy.
You name the primary beneficiary and contingent beneficiaries.
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cash value The sum of your Policy's value in the subaccounts and the fixed account. If
there is a Policy loan outstanding, the cash value includes
any amounts held in our fixed account to secure the Policy
loan.
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The amount we will pay to the beneficiary on the insured's death. We will
death benefit reduce the death benefit proceeds by the amount of any outstanding loan
proceeds amount (including any interest you owe on Policy loan(s)) plus any due and
unpaid monthly deductions.
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fixed account An option to which you may allocate premiums and cash
value. We guarantee that any amounts you allocate to the
fixed account will earn interest at a declared rate. The
fixed account may not be available in all states.
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free-look period The period during which you may return the Policy and receive a refund as
described in this prospectus. The length of the free-look period varies by
state. The free-look period is listed in the Policy.
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funds Investment companies which are registered with the U.S. Securities and
Exchange Commission. The Policy allows you to invest in the portfolios of
the funds through our subaccounts. We reserve the right to add other
registered investment companies to the Policy in the future.
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in force While coverage under the Policy is active and the insured's life remains
insured.
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initial premium The amount you must pay before insurance coverage
begins under this Policy. The initial premium is shown on the
schedule page of your Policy.
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insured The person whose life is insured by this Policy.
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issue age The insured's age on his or her birthday nearest to the Policy date.
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lapse When life insurance coverage ends because you do not have enough cash
value in the Policy to pay the monthly deduction, the surrender charge and
any outstanding loan amount (including any interest you owe on Policy
loans(s)), and you have not made a sufficient payment by the end of a grace
period.
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loan amount The total amount of all outstanding Policy loans,
including both principal and interest due.
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loan reserve A part of the fixed account to which amounts are transferred as collateral for
Policy loans.
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</TABLE>

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<TABLE>
<S> <C>
maturity date The Policy anniversary nearest the insured's 100th
birthday if the insured is living and the Policy is still in
force. It is the date when life insurance coverage under
this Policy ends. You may continue coverage, at your option,
under the Policy's extended maturity date provision.
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minimum The amount shown on your Policy schedule page that we use during the no
no lapse period to determine whether a grace period will begin. We will adjust
lapse the minimum no lapse premium if you increase or add a rider. We make this
premium determination whenever your net surrender value is not enough to meet
monthly deductions. When we use the term "minimum no lapse premium" in
this prospectus, it has the same meaning as "minimum monthly guarantee
premium" in the Policy.
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Monthiversary This is the day of each month when we determine Policy
charges and deduct them from cash value. It is the same date
each month as the Policy date. If there is no valuation date
that coincides with the Policy date in a calendar month, the
Monthiversary is the next valuation date.
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monthly The monthly Policy charge, plus the monthly cost of insurance, plus the
deduction monthly charge for any riders added to your Policy, plus, if any, the pro rata
decrease charge incurred as a result of a decrease in your specified amount.
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net surrender The amount we will pay you if you surrender the Policy while it is in force.
value The net surrender value on the date you surrender is equal to: the cash value,
minus any surrender charge, minus any outstanding loan
amount, minus any interest you owe on Policy loan(s).
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no lapse date The last valuation date of your third Policy year. It is the date prior to which
your Policy will not lapse if certain conditions are met,
even if the net surrender value is not sufficient to pay the
monthly deductions.
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office Our administrative office and mailing address is P.O. Box 5068, Clearwater,
Florida 33758-5068. Our street address is 570 Carillon Parkway, St.
Petersburg, Florida 33716. Our home office address is 1150 South Olive
Street, Los Angeles, California 90015. Our phone number is 1-800-322-7164.
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planned periodic A premium payment you make in a level amount at a fixed
premium interval over a specified period of time.
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Policy date The date when our underwriting process is complete, full life insurance
coverage goes into effect and we begin to make the monthly deductions. The
Policy date is shown on the schedule page of your Policy. It is also the date
when, depending on your state of residence, we allocate your premium either
to the reallocation account or to the fixed account and the subaccounts you
selected on your application. We measure Policy months, years, and
anniversaries from the Policy date.
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protfolio One of the separate investment portfolios of a fund.
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premiums All payments you make under the Policy other than loan repayments.
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</TABLE>

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<TABLE>
<S> <C>
reallocation WRL J.P. Morgan Money Market subaccount.
account
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reallocation The date we reallocate all cash value held in the reallocation account to the
date fixed account and subaccounts you selected on your application. We place
your premium in the reallocation account only if your state requires us to
return the full premium in the event you exercise your free-look right. In
those states the reallocation date is the record date, plus the number of days
in your state's free-look period, plus five days. In all
other states, the reallocation date is the Policy date.
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record date The date we record your Policy on our books as an in force Policy.
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separate account The Transamerica Occidental Life Separate Account VUL-3. It is a separate
investment account that is divided into subaccounts. We established the
separate account to receive and invest premiums under the
Policy and other variable life insurance policies we issue.
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specified amount The minimum death benefit we will pay under the Policy provided the Policy
is in force. It is the amount shown on the Policy's schedule page, unless you
decrease the specified amount. In addition, we will reduce the specified
amount by the dollar amount of any cash withdrawal if you
choose the Option A death benefit.
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subaccount A subdivision of the separate account that invests exclusively in shares of one
investment portfolio of a fund.
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surrender charge If during the first 15 Policy years you fully surrender the Policy, we will
deduct a surrender charge from the cash value.
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termination When the insured's life is no longer insured under the Policy.
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valuation date Each day the New York Stock Exchange is open for
trading. Transamerica is open for business whenever the New
York Stock Exchange is open.
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valuation period The period of time over which we determine the change in the value of the
subaccounts. Each valuation period begins at the close of normal trading on
the New York Stock Exchange (currently 4:00 p.m. Eastern time on each
valuation date) and ends at the close of normal trading of
the New York Stock Exchange on the next valuation date.
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Transamerica Occidental Life Insurance Company.
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we, us, our The written notice you must sign and send us to request or exercise your
(Transamerica) rights as owner under the Policy. To be complete, it must: (1) be in a form
we accept, (2) contain the information and documentation that we determine
we need to take the action you request, and (3) be received at our office.
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you, your The person entitled to exercise all rights as owner under the Policy.
(owner or
policyowner)
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</TABLE>

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POLICY SUMMARY TRANSAMERICA ELITE(SM)
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The sections in this summary correspond to sections in this prospectus,
which discuss the topics in more detail.

THE POLICY IN GENERAL

The Transamerica Elite(SM) is an individual flexible premium variable life
insurance policy.

The Policy is designed to be long-term in nature in order to provide
significant life insurance benefits for you. However, purchasing this Policy
involves certain risks. (See Risk Summary p. .) You should consider the Policy
in conjunction with other insurance you own. The Policy is not suitable as a
short-term savings vehicle.

The minimum specified amount for this Policy when issued is $100,000 for
all issue ages.

A few of the Policy features listed below are not available in all states,
may vary depending upon when your Policy was issued and may not be suitable for
your particular situation. Certain states place restrictions on access to the
fixed account and on other Policy features. Please consult your agent and refer
to your Policy for details.

PREMIUMS

/bullet/ You select a payment plan but are not required to pay premiums
according to the plan. You can vary the frequency and amount, within
limits, and can skip premium payments.
/bullet/ Unplanned premiums may be made, at any time ($50 minimum).
/bullet/ You increase your risk of lapse if you do not regularly pay premiums
at least as large as the current minimum no lapse premium.
/bullet/ Until the no lapse date (that is, until the end of the third Policy
year), we guarantee that your Policy will not lapse, so long as you
have paid total premiums (MINUS any withdrawals, MINUS any outstanding
loans, and MINUS any pro rata decrease charge) that equal or exceed
the minimum no lapse premium in effect times the number of months
since the Policy date. If you take a withdrawal, a loan, or if you
decrease your specified amount, you will need to pay additional
premiums in order to keep the no lapse guarantee in place.
/bullet/ The minimum no lapse premium on the Policy date is shown on your
Policy schedule page. The minimum no lapse premium will change if you
increase or add a rider.
/bullet/ Under certain circumstances, extra premiums may be required to prevent
the Policy from lapsing.
/bullet/ Once we deliver your Policy, the FREE-LOOK PERIOD begins. You may
return the Policy during this period and receive a refund. Depending
on your state of residence, we will either allocate your premium to
the accounts you indicated on your application, or we will place your
premium in the reallocation account until the reallocation date. See
Reallocation Account p. .

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DEDUCTIONS FROM PREMIUM BEFORE WE PLACE IT IN A SUBACCOUNT AND/OR THE FIXED
ACCOUNT

/bullet/ From the initial premium: None
/bullet/ From additional premiums: None

INVESTMENT OPTIONS

SUBACCOUNTS. You may direct the money in your Policy to a total of 20
subaccounts of the Transamerica Occidental Life Separate Account VUL-3, a
separate account. For administrative reasons, we currently limit the number of
subaccounts that you can invest in at any one time to 20 subaccounts. Each
subaccount invests exclusively in one investment portfolio of a fund. THE MONEY
YOU PLACE IN THE SUBACCOUNTS IS NOT GUARANTEED. THE VALUE OF EACH SUBACCOUNT
WILL INCREASE OR DECREASE, DEPENDING ON INVESTMENT PERFORMANCE OF THE
CORRESPONDING PORTFOLIO. YOU COULD LOSE SOME OR ALL OF YOUR MONEY.

The portfolios available to you are:

WRL SERIES FUND, INC.

<TABLE>
<S> <C>
- WRL Alger Aggressive Growth - WRL NWQ Value Equity
- WRL VKAM Emerging Growth - WRL C.A.S.E. Growth
- WRL Janus Growth - WRL GE/Scottish Equitable International Equity
- WRL Janus Global - WRL Goldman Sachs Growth
- WRL AEGON Bond - WRL Goldman Sachs Small Cap
- WRL LKCM Strategic Total Return - WRL T. Rowe Price Dividend Growth
- WRL Federated Growth & Income - WRL T. Rowe Price Small Cap
- WRL J.P. Morgan Real Estate Securities - WRL Salomon All Cap
- WRL Dean Asset Allocation - WRL Pilgrim Baxter Mid Cap Growth
- WRL GE U.S. Equity - WRL Dreyfus Mid Cap
- WRL Third Avenue Value
- WRL J.P. Morgan Money Market TRANSAMERICA VARIABLE INSURANCE FUND, INC.
- WRL AEGON Balanced - Transamerica VIF Growth Portfolio
</TABLE>

FIXED ACCOUNT. You may also direct the money in your Policy to the fixed
account. Unless otherwise required by state law, we will restrict your
allocations or transfers to the fixed account if the fixed account value
following the allocation or transfer would exceed $500,000. Money you place in
the fixed account is guaranteed, and will earn interest at a current interest
rate declared from time to time. The annual interest rate will equal at least
3.0%. The fixed account may not be available in all states.

CASH VALUE

/bullet/ Cash value equals the sum of your Policy's value in the subaccounts
and the fixed account. If there is a loan outstanding, the cash value
includes any amounts held in our fixed account to secure the Policy
loan.
/bullet/ Cash value varies from day to day, depending on the investment
experience of the subaccounts you choose, the interest credited to the
fixed account, the charges deducted and any other Policy transactions
(such as additional premium payments, transfers, withdrawals, and
Policy loans).

5
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/bullet/ Cash value is the starting point for calculating important values
under the Policy, such as net surrender value and the death benefit.
/bullet/ There is no guaranteed minimum cash value. The Policy may lapse if you
do not have sufficient cash value in the Policy to pay the monthly
deductions, the surrender charge and/or any outstanding loan amount
(including interest you owe on any Policy loan(s)).
/bullet/ The Policy will not lapse during the first three Policy years (that
is, during the no lapse period) so long as you have paid sufficient
minimum no lapse premiums. See Minimum No Lapse Premium p. .

TRANSFERS

/bullet/ You can transfer cash value among the subaccounts and the fixed
account. We charge a $10 transfer processing fee for each transfer
after the first 12 transfers in a Policy year.
/bullet/ You may make transfers by telephone or by fax.
/bullet/ Policy loans reduce the amount of cash value available for transfers.

/bullet/ Dollar cost averaging and asset rebalancing programs are available.
/bullet/ You may make one transfer per Policy year from the fixed account, and
we must receive your request to transfer from the fixed account within
30 days after a Policy anniversary unless you select dollar cost
averaging from the fixed account. The amount of your transfer is the
greater of:
-> 25% of your value in the fixed account; or
-> the amount you transferred from the fixed account in the prior
Policy year.

CHARGES AND DEDUCTIONS

/bullet/ Monthly Policy charge: We deduct $5.00 from your cash value each
month.
/bullet/ Cost of insurance charges: Deducted monthly from your cash value. Your
charges vary each month with the insured's attained age, the specified
amount, the death benefit option you choose, and the investment
results of the portfolio in which you invest. In most cases, the
current cost of insurance rates will be lower for Policies with a
specified amount of $250,000 or more.
/bullet/ Mortality and expense risk charge: Deducted daily from each subaccount
at an annual rate of 0.90% of your average daily net assets of each
subaccount. We guarantee to reduce this amount to 0.60% after the
first 15 Policy years. We intend to reduce this amount to 0.30% in the
16th Policy year but we do not guarantee that we will do so.
/bullet/ Surrender charge: Deducted when a full surrender occurs during the
first 15 Policy years. One portion is an issue charge equal to $5.00
per $1,000 of initial specified amount. The other portion is
calculated by adding total premiums paid (up to the surrender charge
base premium) to any premium paid above the surrender charge base
premium multiplied by percentages that vary by issue age. THIS CHARGE
MAY BE SIGNIFICANT. We reduce the total surrender charge at the rate
of up to 20% per year, beginning in Policy year 11, until it reaches
zero at the end of the 15th Policy year. You may have no net
surrender value if you surrender your Policy in the first few Policy
years. See Charges and Deductions -- Surrender Charge p. .

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/bullet/ Pro rata decrease charge: If you decrease the specified amount during
the first 15 Policy years, we will deduct a decrease charge equal to a
pro rata portion of the surrender charge.
/bullet/ Transfer fee: We deduct $10 for each transfer in excess of 12 per
Policy year.
/bullet/ Rider charges: We deduct charges each month for optional insurance
benefits (riders).
/bullet/ Cash withdrawal fee: We deduct a processing fee for cash withdrawals
equal to the lesser of $25 or 2% of the withdrawal.
/bullet/ Portfolio expenses: The portfolios deduct management fees and
expenses from the amounts you have invested in the portfolios. These
charges currently range from 0.46% to 1.50% annually, depending on
the portfolio. See Portfolio Annual Expense Table on p.____. See also
the fund prospectuses.

LOANS

/bullet/ After the first Policy year (as long as your Policy is in force), you
may take a loan against the Policy up to 90% of the cash value, less
any surrender charge and any already outstanding loan amount.
/bullet/ The minimum loan amount is generally $500.
/bullet/ You may request a loan by calling us or by writing or faxing us
written instructions.
/bullet/ We charge 5.5% interest annually, payable in arrears, on any
outstanding loan amount.
/bullet/ To secure the loan, we transfer a portion of your cash value to a loan
reserve account. The loan reserve account is part of the fixed
account. You will earn at least 4.0% interest on amounts in the loan
reserve account.
/bullet/ Prior to the 10th Policy year, we currently credit 4.75% interest
annually on all Policy loans.
/bullet/ After the 10th Policy year, you may borrow at preferred loan rates an
amount equal to the cash value less total premiums paid (reduced by
any cash withdrawals) and minus any outstanding loan amounts
(including any interest you owe on Policy loan(s)). We currently
credit interest at a 5.5% preferred loan rate. THIS RATE IS NOT
GUARANTEED.
/bullet/ Federal income taxes and a penalty tax may apply to loans you take
against the Policy.
/bullet/ There are risks involved in taking a Policy loan. See the Risk
Summary p.____.

DEATH BENEFIT

/bullet/ You must choose one of two death benefit options. We offer the
following:
/bullet/ Option A is the greater of:
-> the current specified amount, or
-> a specified percentage, multiplied by the Policy's cash
value on the date of the insured's death.
/bullet/ Option B is the greater of:
-> the current specified amount, plus the Policy's cash value on
the date of the insured's death, or
-> a specified percentage, multiplied by the Policy's cash
value on the date of the insured's death.

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/bullet/ So long as the Policy does not lapse, the minimum death benefit we pay
under any option will be the current specified amount.
/bullet/ The minimum specified amount for a Policy for all issue ages is
$100,000. We will state the minimum specified amount in your Policy.
You cannot decrease your specified amount below this minimum. If your
specified amount is $250,000 or more, then you may not decrease your
specified amount below $250,000.
/bullet/ We will reduce the death benefit proceeds by the amount of any
outstanding Policy loan(s) (including any interest owed on Policy
loan(s)), and any due and unpaid charges.
/bullet/ We will increase the death benefit proceeds by any additional
insurance benefits you add by rider.
/bullet/ After the third Policy year, you may change the death benefit option
or decrease the specified amount (but not both) once each Policy
year. A decrease in specified amount is limited to 20% of the
specified amount prior to the decrease. The new specified amount
cannot be less than the minimum specified amount as shown in your
Policy. A change in death benefit option also cannot reduce your
specified amount below the minimum specified amount as shown in your
Policy.
/bullet/ The death benefit should be income tax free to the beneficiary.
/bullet/ The death benefit is available in a lump sum or a variety of payout
options.

CASH WITHDRAWALS AND SURRENDERS

/bullet/ You can take one withdrawal of cash value every Policy year after the
first Policy year.
/bullet/ The amount of the withdrawal must be:
/bullet/ At least $500; and
/bullet/ No more than 10% of the net surrender value during the first 10
Policy years. We currently intend to limit the amount you can
withdraw to 25% of the net surrender value after the 10th Policy
year.
/bullet/ We will deduct a processing fee equal to $25 or 2% of the amount you
withdraw (whichever is less) from the withdrawal, and we will pay you
the balance.
/bullet/ There is no surrender charge assessed when you take a cash
withdrawal.
/bullet/ A cash withdrawal will reduce the death benefit by at least the amount
of the withdrawal.
/bullet/ If you choose death benefit Option A, we will reduce the current
specified amount by the dollar amount of the withdrawal. We will not
impose a pro rata decrease charge when the specified amount is
decreased as a result of taking a cash withdrawal.
/bullet/ Federal income taxes and a penalty tax may apply to cash withdrawals
and surrenders.
/bullet/ You may fully surrender the Policy at any time before the insured's
death or the maturity date. You will receive the net surrender value
(cash value, minus any surrender charge, minus any Policy loans
outstanding, and minus any interest you owe on Policy loans). The
surrender charge will apply during the first 15 Policy years.

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RISK SUMMARY
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INVESTMENT If you direct us to invest your cash value in one or
RISK more subaccounts, you will be subject to the risk that
investment performance will be unfavorable and that the
cash value of your Policy will decrease. If you select
the fixed account, you are credited with a declared
rate of interest, but you assume a risk that the rate
may decrease, although it will never be lower than a
guaranteed minimum annual effective rate of 3.0%.
Because charges continue to be deducted from cash
value, if withdrawals, loans and monthly deductions
have reduced your net surrender value to too low an
amount, and/or if investment experience of your
selected subaccounts is not sufficiently favorable
and/or interest rates credited to the fixed account are
too low and/or you stop making premium payments or you
make payments near or below the minimum requirements,
the net surrender value of your Policy may fall to
zero. In that case, if the no lapse period has expired
or is no longer in effect, the Policy will lapse
without value and insurance coverage will no longer be
in effect after 61 days, unless you make an additional
payment sufficient to prevent a lapse. On the other
hand, if investment experience is sufficiently
favorable and you have kept the Policy in force for a
substantial time, you may be able to draw upon cash
value, through cash withdrawals and Policy loans.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

RISK OF LAPSE Certain circumstances will cause your Policy to enter a
61-day grace period, during which you must make a
sufficient payment to keep your Policy in force. If the
net surrender value of your Policy (that is, the cash
value, minus the surrender charge, minus any
outstanding loan(s), and minus any interest you owe on
Policy loan(s)) is too low to pay the monthly
deductions and any loan charges and if the no lapse
period has expired or is no longer in effect, the
Policy will be in default and a grace period will
begin. There is a risk that if withdrawals, loans and
monthly deductions reduce your net surrender value to
too low an amount and/or if the investment experience
of your selected subaccounts is not sufficiently
favorable and/or if interest rates credited to the
fixed account are too low and/or you stop making
premium payments or you make payments near or below the
minimum requirements, then the net sur- render value of
your Policy may fall to zero and the Policy could
lapse. In that case, you will have a 61-day grace
period to make a sufficient payment. If we do not
receive a sufficient payment before the grace period
ends, your Policy will end without value, insurance
coverage will no longer be in effect, and you will
receive no benefits. Adverse tax consequences may
result. Your Policy contains a three-year no lapse
period. Your Policy will not lapse during the first
three Policy years as long as you pay sufficient
minimum no lapse premiums. If you do not pay enough
premiums, you will automatically lose the no lapse
guarantee and you will increase the risk that your
Policy will lapse. In addition, if you take a cash
withdrawal, or take a Policy loan, or if

9
<PAGE>

you decrease your specified amount, you will increase
the risk of losing the no lapse guarantee. We deduct
the total amount of your cash withdrawals, any
outstanding loans and any pro rata decrease charge from
your premiums paid when we determine whether your
minimum no lapse premiums are high enough to keep the
no lapse peiod in effect.

If you increase or add a rider, we will increase the
amount of the minimum no lapse premium.

You will lessen the risk of Policy lapse if you keep
the no lapse period in effect. Before you you take a
cash withdrawal, loan, decrease the specified amount or
increase or add a rider, you should consider carefully
the effect it will have on the no lapse guarantee.

You may reinstate this policy within five years after
it has lapsed (prior to the maturity date), if the
insured meets the insurability requirements and you pay
the amount we require.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TAX RISKS It is reasonable to conclude that the Policy
(INCOME TAX will be deemed a life insurance contract under
AND MEC) federal tax law, so that the death benefit paid to the
beneficiary will not be subject to federal income tax.
However, due to lack of guidance, there is uncertainty
in this regard with respect to Policies issued on a
substandard basis. Depending on the total amount of
premiums you pay, the Policy may be treated as a
modified endowment contract ("MEC") under federal tax
laws. If a Policy is treated as a MEC, partial
withdrawals, surrenders and loans will be taxable as
ordinary income to the extent there are earnings in the
Policy. In addition, a 10% penalty tax may be imposed
on cash withdrawals, surrenders and loans taken before
you reach age 591/2. If a Policy is not treated as a
MEC, partial surrenders and withdrawals will not be
subject to tax to the extent of your investment in the
Policy, and amounts in excess of your investment in the
Policy, while subject to tax as ordinary income, will
not be subject to a 10% penalty tax. You should consult
a qualified tax advisor for assistance in all tax
matters involving your Policy.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LIMITS ON CASH The Policy permits you to take only one cash withdrawal
WITHDRAWALS in any Policy year after the first Policy year has
been completed. The amount you may withdraw is limited
to 10% of the net surrender value for the first 10
Policy years. We currently intend to limit the amount
you can withdraw to 25% of the net surrender value
after the 10th Policy year.

A cash withdrawal will reduce cash value, so it will
increase the risk that the Policy will lapse. A cash
withdrawal may also increase the risk that the no lapse
period will end.

A cash withdrawal will reduce the death benefit. If you
select death benefit Option A, a cash withdrawal will
permanently reduce the specified amount of the Policy.
A cash withdrawal also reduces the death benefit under
Option B because the cash value is reduced. In some
circumstances, a withdrawal may reduce the death
benefit by more than the dollar amount of the
withdrawal.

10
<PAGE>

Federal income taxes and a penalty tax may apply to
cash withdrawals and surrenders.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOAN RISKS A Policy loan, whether or not repaid, will affect
cash value over time because we subtract the amount of
the loan from the subaccounts and the fixed account and
place that amount in the loan reserve as collateral. We
then credit a fixed interest rate of not less than 4.0%
to the loan collateral. We currently credit interest at
4.75% annually, but we are not obligated to do so in
the future. As a result, the loan collateral does not
participate in the investment results of the
subaccounts nor does it receive the current interest
rate credited to the fixed account. The longer the loan
is outstanding, the greater the effect is likely to be.
Depending on the investment results of the subaccounts
and the interest rates credited to the fixed account,
the effect could be favorable or unfavorable.

We also charge interest on Policy loans at a rate of
5.5%, payable in arrears. Interest is added to the
amount of the loan to be repaid.

A Policy loan affects the death benefit because a loan
reduces the death benefit proceeds and net surrender
value by the amount of the outstanding loan, plus any
interest you owe on Policy loans.

A Policy loan could make it more likely that a Policy
would lapse. A Policy loan will increase the risk that
the no lapse period will end. There is also a risk if
the loan reduces your net surrender value to too low an
amount and investment experience is unfavorable, and
the no lapse period is no longer in effect, that the
Policy will lapse.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EFFECTS OF THE The surrender charge under this Policy is significant,
SURRENDER especially in the early Policy years. It is likely
CHARGE that you will receive no net surrender value if you
surrender your Policy in the first few Policy years.
You should purchase this Policy only if you have the
financial ability to keep it in force at the initial
specified amount for a substantial period of time.

Even if you do not ask to surrender your Policy, the
surrender charge plays a role in determining whether
your Policy will lapse. Net surrender value (that is,
cash value minus the surrender charge, minus any
outstanding loans, and minus any interest you owe on
Policy loans) is the measure we use each month when the
no lapse period ends to determine whether your Policy
will remain in force or will lapse.

COMPARISON Like fixed benefit life insurance, the Policy offers a
WITH OTHER death benefit and can provide a cash value, loan
INSURANCE privileges and a value on surrender. However, the
POLICIES Policy differs from a fixed benefit policy because
it allows you to place your premiums in investment
subaccounts. The amount and duration of life insurance
protection and of the Policy's cash value will vary
with the investment performance of the amounts you
place in the subaccounts. In addition, the cash value
and net surrender values will always vary with the
investment results of your selected subaccounts.

11
<PAGE>

As you consider purchasing this Policy, keep in mind
that it may not be to your advantage to replace
existing insurance with the Policy.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ILLUSTRATIONS The hypothetical illustrations in this prospectus are
used in connection with the purchase of a Policy and
are based on hypothetical rates of return. These rates
are not guaranteed, and are provided only to illustrate
how the specified amount, Policy charges and
hypothetical rates of return affect death benefit
levels, cash value and net surrender value of the
Policy. We may also illustrate Policy values based on
the adjusted historical performance of the portfolios
since the portfolios' inception, reduced by Policy and
subaccount charges. The hypothetical and adjusted
historic portfolio rates illustrated should not be
considered to represent past or future performance. It
is almost certain that actual rates of return may be
higher or lower than those illustrated, so that the
values under your Policy will be different from those
in the illustrations.

12
<PAGE>

PORTFOLIO ANNUAL EXPENSE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This table shows the fees and expenses charged by each portfolio. More detail
concerning each portfolio's fees and expenses is contained in the fund
prospectuses.

ANNUAL PORTFOLIO OPERATING EXPENSES
(As a percentage of average portfolio assets after fee waivers and expense
reimbursements)

<TABLE>
<CAPTION>
TOTAL
MANAGEMENT OTHER EXPENSES ANNUAL
PORTFOLIOS(1) FEES (AFTER REIMBURSEMENT) EXPENSES
<S> <C> <C> <C>
WRL SERIES FUND, INC.(2)
WRL Alger Aggressive Growth 0.80% % %
WRL VKAM Emerging Growth 0.80% % %
WRL Janus Growth(3) 0.78% % %
WRL Janus Global(4) 0.80% % %
WRL AEGON Bond 0.45% % %
WRL LKCM Strategic Total Return 0.80% % %
WRL Federated Growth & Income 0.75% % %
WRL J.P. Morgan Money Market 0.40% % %
WRL Dean Asset Allocation 0.80% % %
WRL GE U.S. Equity 0.80% % %
WRL Third Avenue Value 0.80% % %
WRL J.P. Morgan Real Estate Securities 0.80% % %
WRL AEGON Balanced 0.80% % %
WRL NWQ Value Equity 0.80% % %
WRL C.A.S.E. Growth 0.80% % %
WRL GE/Scottish Equitable International Equity 1.00% % %
WRL Goldman Sachs Growth(5) 0.90% % %
WRL Goldman Sachs Small Cap(5) 0.90% % %
WRL T. Rowe Price Dividend Growth(5) 0.90% % %
WRL T. Rowe Price Small Cap(5) 0.75% % %
WRL Salomon All Cap(5) 0.90% % %
WRL Pilgrim Baxter Mid Cap Growth(5) 0.90% % %
WRL Dreyfus Mid Cap(5) 0.85% % %
TRANSAMERICA VARIABLE INSURANCE FUND, INC. (6)
Transamerica VIP Growth Portfolio 0.64% % %
</TABLE>

(1) The fee table information relating to the portfolios were provided to
Transamerica by each fund and Transamerica has not independently verified
such information. Actual future expenses of the portfolios may be greater
or less than those shown in the table.
(2) Effective January 1, 1997, the Board of the WRL Series Fund, Inc. (the "WRL
Fund") authorized the WRL Fund to charge each portfolio of the WRL Fund an
annual 12b-1 fee of up to 0.15% of each portfolio's average daily net
assets. However, the WRL Fund will not deduct the fee from any portfolio
before April 30, 2000. You will receive advance written notice if a Rule
12b-1 fee is to be deducted. See the WRL Fund prospectus for more details.
(3) WRL Janus Growth's advisory fee reflects 0.80% of the average daily net
assets for the period prior to May 1, 1998, and 0.775% of the first $3
billion of average daily net assets and 0.75% of the average daily net
assets in excess of $3 billion for the period May 1, 1998 to December 31,
1998. WRL Investment Management Inc. ("WRL Management"), the investment
adviser of the WRL Fund, currently waives 0.025% of its advisory fee for
the first $3 billion of the portfolio's average daily net assets (net fee
-- 0.775%); and 0.05% for the portfolio's average daily net assets above $3
billion (net fee -- 0.75%). This waiver is voluntary and may be terminated
at any time upon 90 days' written notice to the WRL Fund.
(4) For WRL Janus Global, WRL Management will waive 0.025% of its advisory fee
once portfolio average daily net assets reach $2 billion (net fee --
0.775%). This waiver is voluntary and may be terminated at any time upon 90
days' written notice to the WRL Fund.
(5) Because WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe
Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon Small Cap,
WRL Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap commenced
operations on May 3, 1999, the percentages set forth as "Other Expenses"
and "Total Annual Expenses" are estimates.

13
<PAGE>

(6) Transamerica, the investment adviser of Transamerica Variable Insurance
Fund, Inc. (the "Transamerica Variable Fund"), waived a portion of its
advisory fee and was paid 0.64% of the portfolio's average daily net
assets. It is anticipated that this waiver will continue for calendar year
2000. This waiver is voluntary and may be terminated at any time.

The purpose of the preceding table is to help you understand the various
costs and expenses that you will bear directly and indirectly. The table
reflects charges and expenses of the portfolios of the funds for the fiscal year
ended December 31, 1999. Expenses of the funds may be higher or lower in the
future. For more information on the charges described in this table, see the
fund prospectuses which accompany this prospectus.

WRL Management, the investment adviser of the WRL Fund, has undertaken,
until at least April 30, 2000, to pay expenses on behalf of the portfolios of
the fund to the extent normal total operating expenses of a portfolio exceed a
stated percentage of each portfolio's average daily net assets. The expense
limitation for WRL Alger Aggressive Growth, WRL VKAM Emerging Growth, WRL Janus
Growth, WRL Janus Global, WRL LKCM Strategic Total Return, WRL Federated Growth
& Income, WRL Dean Asset Allocation, WRL Third Avenue Value, WRL J.P. Morgan
Real Estate Securities, WRL AEGON Balanced, WRL NWQ Value Equity, WRL C.A.S.E.
Growth, WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe Price
Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL Pilgrim
Baxter Mid Cap Growth and WRL Dreyfus Mid Cap is 1.00% of the average daily net
assets; 0.70% of the average daily net assets for WRL AEGON Bond and WRL J.P.
Morgan Money Market; 1.50% of the average daily net assets for WRL GE/Scottish
Equitable International Equity; and 1.30% of the average daily net assets for
WRL GE U.S. Equity. In 1999, WRL Management reimbursed WRL GE/Scottish Equitable
International Equity in the amount of $____, WRL Third Avenue Value in the
amount of $____, WRL J.P. Morgan Real Estate Securities in the amount of $____ ,
WRL Goldman Sachs Growth in the amount of $____, WRL Goldman Sachs Small Cap in
the amount of $____, WRL T. Rowe Price Dividend Growth in the amount of $____,
WRL T. Rowe Price Small Cap in the amount of $____, WRL Salomon All Cap in the
amount of $____, WRL Pilgrim Baxter Mid Cap Growth in the amount of $____, and
WRL Dreyfus Mid Cap in the amount of $____. Without such reimbursement, the
total fund expenses during 1999 for WRL GE/Scottish Equitable International
Equity, WRL Third Avenue Value, WRL J.P. Morgan Real Estate Securities, WRL
Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe Price Dividend
Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL Pilgrim Baxter Mid
Cap Growth and WRL Dreyfus Mid Cap would have been ___%, ___%, ___%, ___%, ___%,
___%, ___%, ___%, ___%, and ___%, respectively. See the WRL Fund prospectus for
a description of the expense limitation applicable to each portfolio.

Transamerica, the investment adviser of the Transamerica Variable Fund, has
undertaken until at least April 30, 2000, to pay expenses on behalf of the
Transamerica VIP Growth Portfolio to the extent normal total operating expenses
of the portfolio exceeds a stated percentage of the portfolio's average daily
net assets. The expense limitation for this portfolio is % of the average daily
net assets. In 1999, Transamerica waived a portion of the advisory fee and was
paid 0.64% of the portfolio's average daily net assets. Without

14
<PAGE>

such waiver, the total fund expenses during 1999 for this period would have been
___%. See the Transamerica Variable Fund prospectus for a description of the
expense limitation applicable to this portfolio.

TRANSAMERICA AND THE FIXED ACCOUNT
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TRANSAMERICA

Transamerica Occidental Life Insurance Company ("Transamerica") is the
insurance company issuing the Policy. Transamerica was incorporated under
California law on June 30, 1906. We established the separate account to support
the investment options under this Policy and under other variable life insurance
policies we issue. Our general account supports the fixed account under the
Policy. Transamerica intends to sell this Policy in all states (except New
York), Puerto Rico, Guam and the District of Columbia.

THE FIXED ACCOUNT

The fixed account is part of Transamerica's general account. We use general
account assets to support our insurance and annuity obligations other than those
funded by separate accounts. Subject to applicable law, Transamerica has sole
discretion over investment of the fixed account's assets. Transamerica bears the
full investment risk for all amounts contributed to the fixed account.
Transamerica guarantees that the amounts allocated to the fixed account will be
credited interest daily at a net effective interest rate of at least 3.0%. We
will determine any interest rate credited in excess of the guaranteed rate at
our sole discretion. We have no specific formula for determining interest rates.

Money you place in the fixed account will earn interest compounded daily at
a current interest rate in effect at the time of your allocation. Unless
otherwise required by state law, we will restrict your allocations and transfers
to the fixed account if the fixed account value following the allocation or
transfer would exceed $500,000. We may declare current interest rates from time
to time. We may declare more than one interest rate for different money based
upon the date of allocation or transfer to the fixed account. When we declare a
higher current interest rate on amounts allocated to the fixed account, we
guarantee the higher rate on those amounts for at least one year (the "guarantee
period") unless those amounts are transferred to the loan reserve. At the end of
the guarantee period we may declare a new current interest rate on those amounts
and any accrued interest thereon. We will guarantee this new current interest
rate for another guarantee period. We credit interest greater than 3.0% during
any guarantee period at our sole discretion. You bear the risk that interest we
credit will not exceed 3.0%.

We allocate amounts from the fixed account for cash withdrawals, transfers
to the subaccounts, or monthly deduction charges on a last-in, first-out basis
("LIFO") for the purpose of crediting interest.

The fixed account may not be available in all states. This means that
residents of some states may not direct or transfer any premiums or cash value
to the fixed account.

15
<PAGE>

THE FIXED ACCOUNT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.

THE SEPARATE ACCOUNT AND THE PORTFOLIOS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE SEPARATE ACCOUNT

The separate account is divided into subaccounts, each of which invests in
shares of a specific portfolio of a fund. You may direct the money in your
Policy to a total of 20 active subaccounts of the separate account. These
subaccounts buy and sell portfolio shares at net asset value without any sales
charge. Any dividends and distributions from a portfolio are reinvested at net
asset value in shares of that portfolio.

Income, gains, and losses credited to, or charged against, a subaccount of
the separate account reflect the subaccount's own investment experience and not
the investment experience of our other assets. The separate account's assets may
not be used to pay any of our liabilities other than those arising from the
Policies. If the separate account's assets exceed the required reserves and
other liabilities, we may transfer the excess to our general account.

The separate account may include other subaccounts that are not available
under the Policies and are not discussed in this prospectus. We may substitute
another subaccount, portfolio or insurance company separate account under the
Policies if, in our judgment, investment in a subaccount or portfolio would no
longer be possible or becomes inappropriate to the purposes of the Policies, or
if investment in another subaccount or insurance company separate account is in
the best interest of owners. No substitution shall take place without notice to
owners and prior approval of the Securities and Exchange Commission ("SEC") and
insurance company regulators, to the extent required by the Investment Company
Act of 1940, as amended (the "1940 Act") and applicable law.

THE PORTFOLIOS

The separate account invests in shares of the portfolios. Each portfolio is
an investment division of a fund, which is an open-end management investment
company registered with the SEC. Such registration does not involve supervision
of the management or investment practices or policies of the portfolios by the
SEC.

Each portfolio's assets are held separate from the assets of the other
portfolios, and each portfolio has investment objectives and policies that 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 has no
effect on the investment performance of any other portfolio. Pending any prior
approval by a state insurance regulatory authority, certain subaccounts and
corresponding portfolios may not be available to residents of some states.

Each portfolio's investment objective(s) and policies are summarized
below. THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE ITS STATED
OBJECTIVE(S). Certain

16
<PAGE>

portfolios may have investment objectives and policies similar to other
portfolios that are managed by the same investment adviser or manager. The
investment results of the portfolios, however, may be higher or lower than those
of such other portfolios. We do not guarantee or make any representation that
the investment results of the portfolios will be comparable to any other
portfolio, even those with the same investment adviser or manager. You can find
more detailed information about the portfolios, including a description of
risks, in the fund prospectuses. You should read the fund prospectuses
carefully.

<TABLE>
<CAPTION>
PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- ------------------- ------------------------ -----------------------------------
<S> <C> <C> <C> <C>
WRL SERIES FUND, INC.
WRL Alger -> Fred Alger -> Seeks long-term capital
Aggressive Growth Management, Inc. appreciation.
WRL VKAM -> Van Kampen -> Seeks capital appreciation by
Emerging Asset Management Inc. investing primarily in common
Growth stocks of small and medium-sized
companies.
WRL Janus -> Janus Capital -> Seeks growth of capital.
Growth Corporation
WRL Janus Global -> Janus Capital -> Seeks long-term growth of capital
Corporation in a manner consistent with the
preservation of capital.
WRL AEGON -> AEGON USA -> Seeks the highest possible current
Bond Investment income within the confines of the
Management, Inc. primary goal of insuring the
protection of capital.
WRL LKCM -> Luther King Capital -> Seeks to provide current income,
Strategic Management long-term growth of income and
Total Return Corporation capital appreciation.
WRL Federated -> Federated Investment -> Seeks total return by investing in
Growth & Income Counseling securities that have defensive
characteristics.
WRL J.P. Morgan -> J.P. Morgan Investment -> Seeks to obtain maximum current
Money Market Management Inc. income consistent with preserva-
tion of principal and maintenance
of liquidity.
WRL Dean Asset -> Dean Investment -> Seeks preservation of capital and
Allocation Associates competitive investment returns.
WRL GE U.S. -> GE Investment -> Seeks long-term growth of capital.
Equity Management
Incorporated
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- ----------------- ------------------------ -------------------------------------
<S> <C> <C> <C> <C>
WRL SERIES FUND, INC. (CONTINUED)
WRL Third -> EQSF Advisers, Inc. -> Seeks long-term capital
Avenue Value appreciation.
WRL J.P. Morgan -> J.P. Morgan Investment -> Seeks long-term total return from
Real Estate Management Inc. investments primarily in equity
Securities securities of real estate companies.
Total return will
consist of
realized and
unrealized
capital gains and
losses plus
income.
WRL AEGON -> AEGON USA -> Seeks preservation of capital,
Balanced Investment reduced volatility, and superior
Management, Inc. long-term risk-adjusted returns.
WRL NWQ Value -> NWQ Investment -> Seeks to achieve maximum,
Equity Management consistent total return with
Company, Inc. minimum risk to principal.
WRL C.A.S.E. -> C.A.S.E. -> Seeks annual growth of capital
Growth Management, Inc. through investment in companies
whose management, financial
resources and fundamentals
appear attractive on a scal
measured against each company's
present value.
WRL GE/Scottish -> Scottish Equitable -> Seeks long-term growth of capital.
Equitable Investment Management
International Limited and GE
Equity Investment Management
Incorporated
WRL Goldman -> Goldman Sachs Asset -> Seeks long-term growth of capital.
Sachs Growth Management
WRL Goldman -> Goldman Sachs Asset -> Seeks long-term growth of capital.
Sachs Small Cap Management
WRL T. Rowe -> T. Rowe Price -> Seeks to provide an increasing
Price Dividend Associates, Inc. level of dividend income,
Growth long-term capital appreciation, and
reasonable current income,
through investments primarily in
dividend paying stocks.
WRL T. Rowe -> T. Rowe Price -> Seeks long-term growth of capital
Price Small Cap Associates, Inc. by investing primarily in common
stocks of small growth companies.
WRL Salomon -> Salomon Brothers Asset -> Seeks capital appreciation.
All Cap Management Inc
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- ------------------ ---------------------- ------------------------------------
<S> <C> <C> <C> <C>
WRL SERIES FUND, INC. (CONTINUED)
WRL Pilgrim -> Pilgrim Baxter & -> Seeks capital appreciation.
Baxter Mid Cap Associates, Ltd.
Growth
WRL Dreyfus Mid -> The Dreyfus -> Seeks total investment returns
Cap Corporation (including capital appreciation and
income), which consistently
outperform the S&P 400 Mid Cap
Index.
TRANSAMERICA VARIABLE INSURANCE FUND, INC.
Transamerica VIF -> Transamerica -> Seeks to maximize long-term
Growth Portfolio Investment Services, growth.
Inc.
</TABLE>

WRL Management, located at 570 Carillon Parkway, St. Petersburg, Florida
33716, a wholly-owned subsidiary of Western Reserve Life Assurance Co. of Ohio
("Western Reserve"), an affiliate of Transamerica, serves as investment adviser
to the WRL Fund and manages the WRL Fund in accordance with policies and
guidelines established by the fund's Board of Directors. For certain portfolios,
WRL Management has engaged investment sub-advisers to provide portfolio
management services. WRL Management and each investment sub-adviser are
registered investment advisers under the Investment Advisers Act of 1940, as
amended. See the WRL Fund prospectus for more information regarding WRL
Management and the investment sub-advisers.

Transamerica, whose home office is located at 1150 South Olive Street, Los
Angeles, California 90015, an affiliate of Western Reserve, serves as investment
adviser to the Transamerica Variable Fund and manages the Transamerica Variable
Fund in accordance with policies and guidelines established by the fund's Board
of Directors.

In addition to the separate account, shares of the portfolios are also sold
to other separate accounts that insurance companies, including Transamerica or
its affiliates, establish to support variable annuity contracts and variable
life insurance policies. It is possible that, in the future, it may become
disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the portfolios simultaneously. Neither we
nor the funds currently foresee any such disadvantages, either to variable life
insurance policyowners or to variable annuity contract owners. However, each
fund's Board of Directors will monitor events in order to identify any material
conflicts between the interests of such variable life insurance policyowners and
variable annuity contract owners, and will determine what action, if any, it
should take. Such action could include the sale of portfolio shares by one or
more of the separate accounts, which could have adverse consequences. 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 variable life insurance policyowners and
those given by variable annuity contract owners.

19
<PAGE>

If a fund's Board of Directors were to conclude that separate funds should
be established for variable life insurance and variable annuity separate
accounts, Transamerica will bear the attendant expenses, but variable life
insurance policyowners and variable annuity contract owners would no longer have
the economies of scale resulting from a larger combined fund.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

We reserve the right to transfer separate account assets to another
separate account that we determine to be associated with the class of contracts
to which the Policy belongs. We also reserve the right, subject to compliance
with applicable law, to add to, delete from, or substitute the investments that
are held by any subaccount, or that any subaccount may purchase. We will only
add, delete or substitute shares of another portfolio of a fund (or of another
open-end, registered investment company) if the shares of a portfolio are no
longer available for investment, or if in our judgment further investment in any
portfolio would become inappropriate in view of the purposes of the separate
account. We will not add, delete or substitute any shares attributable to your
interest in a subaccount without notice to and prior approval of the SEC, to the
extent required by the 1940 Act or other applicable law. We may also decide to
purchase for the separate account securities from other portfolios.

We also reserve the right to establish additional subaccounts of the
separate account, each of which would invest in a new portfolio of a fund, or in
shares of another investment company, with specified investment objectives. We
may establish new subaccounts when, in our sole discretion, marketing, tax or
investment conditions warrant. We will make any new subaccounts available to
existing owners on a basis we determine. We may also eliminate one or more
subaccounts for the same reasons as stated above.

In the event of any such substitution or change, we may make such changes
in this and other policies as may be necessary or appropriate to reflect such
substitution or change. If we deem it to be in the best interests of persons
having voting rights under the Policies, and when permitted by law, the separate
account may be (1) operated as a management company under the 1940 Act, (2)
deregistered under the 1940 Act in the event such registration is no longer
required, (3) managed under the direction of a committee, or (4) combined with
one or more other separate accounts, or subaccounts.

PLEASE READ THE ATTACHED FUND PROSPECTUSES TO OBTAIN MORE COMPLETE INFORMATION
REGARDING THE PORTFOLIOS.

YOUR RIGHT TO VOTE PORTFOLIO SHARES

Even though we are the legal owner of the portfolio shares held in the
subaccounts, and have the right to vote on all matters submitted to shareholders
of the portfolios, we will vote our shares only as policyowners instruct, so
long as such action is required by law.

Before a vote of a portfolio's shareholders occurs, you will receive voting
materials from us. We will ask you to instruct us on how to vote and to return
your proxy to us in a

20
<PAGE>

timely manner. You will have the right to instruct us on the number of portfolio
shares that corresponds to the amount of cash value you have in that portfolio
(as of a date set by the portfolio).

If we do not receive voting instructions on time from some policyowners, we
will vote those shares in the same proportion as the timely voting instructions
we receive. Should federal securities laws, regulations and interpretations
change, we may elect to vote portfolio shares in our own right. If required by
state insurance officials, or if permitted under federal regulation, we may
disregard certain owner voting instructions. If we ever disregard voting
instructions, we will send you a summary in the next annual report to
policyowners advising you of the action and the reasons we took such action.

THE POLICY
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PURCHASING A POLICY

To purchase a Policy, you must submit a completed application and an
initial premium to us. You may also send the application and initial premium to
us through any licensed life insurance agent who is also a registered
representative of a broker-dealer having a selling agreement with AFSG
Securities Corporation, the principal underwriter for the Policy.

Please submit your applications to:
Transamerica Occidental Life Insurance
Company P.O. Box 3183
Cedar Rapids, Iowa 52406-3183

You determine the specified amount for a Policy. Our current minimum
specified amount for a Policy for all issue ages is generally $100,000. We will
state the minimum specified amount in your Policy. You may not decrease your
specified amount below this minimum. If your specified amount is $250,000 or
more, then you may not decrease your specified amount below $250,000. We will
generally only issue a Policy to you if you provide sufficient evidence that the
insured meets our insurability standards. Your application is subject to our
underwriting rules, and we may reject any application for any reason permitted
by law. We will not issue a Policy to you if the insured is over age 85. The
insured must be insurable and acceptable to us under our underwriting rules on
the later of:
/bullet/ the date of your application; or
/bullet/ the date the insured completes all of the medical tests and
examinations that we require.

UNDERWRITING STANDARDS

This Policy uses mortality tables that distinguish between men and women.
As a result, the Policy pays different benefits to men and women of the same
age. Montana prohibits our use of actuarial tables that distinguish between men
and women to determine premiums and policy benefits for policies issued on the
lives of its residents. Therefore, we will base the premiums and benefits in
Policies that we issue in Montana, to insure residents of that state, on
actuarial tables that do not differentiate on the basis of gender.

21
<PAGE>

Your cost of insurance charge will depend on the insured's gender and
attained age, the Policy duration, specified amount, net amount at risk and rate
class. We currently place insureds into the following standard rate classes:

/bullet/ ultimate select, non-tobacco use;
/bullet/ select, non-tobacco use;
/bullet/ ultimate standard, tobacco use;
/bullet/ standard, tobacco use; and
/bullet/ juvenile (under age 18).

We also place insureds in various sub-standard rate classes, which involve
a higher mortality risk and higher charges. We generally charge higher rates for
insureds who use tobacco. We charge lower cost of insurance rates for insureds
who are in an "ultimate" class. For Policies with a specified amount of $250,000
or more, we generally charge a lower rate. An ultimate class is only available
if, because of the specified amount you have chosen, our underwriting guidelines
require you to take a blood test.

WHEN INSURANCE COVERAGE TAKES EFFECT

Insurance coverage under the Policy will take effect only if the insured(s)
is alive and in the same condition of health as described in the application
when the Policy is delivered to the owner, and if the initial premium is paid.

CONDITIONAL INSURANCE COVERAGE. If you pay the full initial premium listed
in the conditional receipt attached to the application, and we deliver the
conditional receipt to you, the insured will have conditional insurance coverage
under the terms of the conditional receipt. Conditional insurance coverage is
void if the check or draft you gave us to pay the initial premium is not honored
when we first present it for payment.

<TABLE>
<CAPTION>
<S> <C>
THE AMOUNT OF /bullet/ the specified amount applied for; or
CONDITIONAL INSURANCE /bullet/ $300,000
COVERAGE IS THE LESSER OF: reduced by all amounts payable under all life insurance
applications that the insured has in force or pending with us.
</TABLE>

<S> <C>
CONDITIONAL LIFE INSURANCE /bullet/ the date of your application; or
COVERAGE BEGINS ON THE /bullet/ the date the insured completes all of the medical tests and
LATER OF: examinations that we require; or
/bullet/ the date of issue, if any, requested in the application.
</TABLE>

<S> <C>
CONDITIONAL LIFE INSURANCE /bullet/ the date we determine the insured has
COVERAGE TERMINATES satisfied our underwriting
AUTOMATICALLY ON THE requirements and the insurance
EARLIEST OF: applied for
takes effect (the Policy date); or
/bullet/ 60 days from the date the application
was completed; or
/bullet/ the date we determine that any person
proposed for insurance in the
application is not insurable according
to our rules, limits and standards for
the plan, amount and rate class shown
in the application; or
</TABLE>

22
<PAGE>

<S> <C>
/bullet/ the date we modify the plan, amount,
riders and/or the premium rate class
shown in the application, or any
supplemental agreements; or
/bullet/ the date we mail notice of the ending
of coverage and we refund the first
premium to the applicant at the address
shown on the application.
</TABLE>

<S> <C>
SPECIAL LIMITATIONS OF THE /bullet/ the conditional receipt will be void:
CONDITIONAL RECEIPT: -> if not signed by an authorized agent of Transamerica;
or
-> in the event the application contains any fraud or
material misrepresentation; or
-> if, on the date of the conditional
receipt, a proposed insured is under 15 days of
age or over 80 years of age.
/bullet/ the conditional receipt does not provide benefits
for disability and accidental death benefits.
/bullet/ the conditional receipt does not provide benefits
if a proposed insured commits suicide. In this
case, Transamerica's liability will be limited
to return of the first premium paid with the application.
</TABLE>

FULL INSURANCE COVERAGE AND ALLOCATION OF INITIAL PREMIUM. Once we
determine that the insured meets our underwriting requirements and you have paid
the initial premium, full insurance coverage will begin. This date is the Policy
date. On the Policy date, we will allocate your initial premium, minus monthly
deductions, to the WRL J.P. Morgan Money Market subaccount. On the Policy date,
we will allocate your initial premium to the fixed account and the subaccounts
you selected on your application, provided you live in a state that does not
require a refund of full premium during the free-look period. If your state
requires us to return the full premium in the event you exercise your free-look
right, we will place your premium in the reallocation account until the
reallocation date. See Reallocation Account p. .

On any day we credit premiums or transfer cash value to a subaccount, we
will convert the dollar amount of the premium (or transfer) into subaccount
units at the unit value for that subaccount, determined at the end of the day.
We will credit amounts to the subaccounts only on a valuation date, that is, on
a date the New York Stock Exchange ("NYSE") is open for trading. See Policy
Values p. .

OWNERSHIP RIGHTS

The Policy belongs to the owner named in the application. The owner may
exercise all of the rights and options described in the Policy. The owner is the
insured unless the application specifies a different person as the insured. If
the owner dies before the insured and no contingent owner is named, then
ownership of the Policy will pass to the owner's estate. The owner may exercise
certain rights described below.

23
<PAGE>

<S> <C>
CHANGING THE /bullet/ Change the owner by providing written notice to us at our
OWNER office at any time while the insured is alive and the Policy
is in force.
/bullet/ Change is effective as of the date that the written notice is
signed.
/bullet/ Changing the owner does not automatically change the
beneficiary.
/bullet/ Changing the owner may have tax consequences. You
should consult a tax advisor before changing the owner.
/bullet/ We are not liable for payments we made before we
received the written notice.
</TABLE>

<S> <C>
CHOOSING THE /bullet/ The owner designates the beneficiary (the person to
BENEFICIARY receive the death benefit when the insured dies) in the
application.
/bullet/ If the owner designates more than one beneficiary,
then each beneficiary shares equally in any death benefit
proceeds unless the beneficiary designation states otherwise.
/bullet/ If the beneficiary dies before the insured, then any
contingent beneficiary becomes the beneficiary.
/bullet/ If both the beneficiary and contingent beneficiary die before the
insured, then the death benefit will be paid to the owner or
the owner's estate upon the insured's death.
</TABLE>

<S> <C>
CHANGING THE /bullet/ The owner changes the beneficiary by providing us with a
BENEFICIARY written notice at our office.
/bullet/ Change is effective as of the date the owner signs the
written notice.
/bullet/ We are not liable for any payments we made before we
received the written notice at our office.
</TABLE>

<S> <C>
ASSIGNING THE /bullet/ The owner may assign Policy rights while the insured is
POLICY alive.
/bullet/ The owner retains any ownership rights that are not
assigned.
/bullet/ 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 a lump sum.
/bullet/ Claims under any assignment are subject to proof of interest
and the extent of the assignment.
</TABLE>

24
<PAGE>

<S> <C>
/bullet/ We are not:
-> bound by any assignment unless we receive a
written notice of the assignment;
-> responsible for the validity of any assignment;
-> liable for any payment we made before we
received written notice of the assignment; or
-> bound by any assignment which results in adverse
tax consequences to the owner, insured(s) or
beneficiary(ies).
/bullet/ Assigning the Policy may have tax consequences. You
should consult a tax advisor before assigning the Policy.
</TABLE>

CANCELING A POLICY

You may cancel a Policy for a refund during the "free-look period" by
returning it to our office, to one of our branch offices or to the agent who
sold you the Policy. The free-look period expires 10 days after you receive the
Policy. In some states you may have more than 10 days. If you decide to cancel
the Policy during the free-look period, we will treat the Policy as if it had
never been issued. We will pay the refund within seven days after we receive the
returned Policy. The amount of the refund will be:

/bullet/ any monthly deductions or other charges we deducted from amounts
you allocated to the subaccounts and the fixed account; PLUS
/bullet/ your cash value in the subaccounts and the fixed account on the
date we (or our agent) receive the returned Policy.

Some states may require us to refund all of the premiums you paid for the
Policy. See Reallocation Account p. .

PREMIUMS
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PREMIUM FLEXIBILITY

You generally have flexibility to determine the frequency and the amount of
the premiums you pay. Unlike conventional insurance policies, you do not have to
pay your premiums according to a rigid and inflexible premium schedule. Before
we issue the Policy to you, we may require you to pay a premium at least equal
to a minimum monthly guarantee premium set forth in your Policy. Thereafter
(subject to the limitations described below), you may make unscheduled premium
payments at any time and in any amount over $50. Under some circumstances, you
may be required to pay extra premiums to prevent a lapse. Your minimum no lapse
premium may change if you request a change in your Policy. If this happens, we
will notify you of the new minimum no lapse premium. See Minimum No Lapse
Premium p. .

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<PAGE>

PLANNED PERIODIC PAYMENTS

You will determine a planned periodic payment schedule which allows you to
pay level premiums at fixed intervals over a specified period of time. You are
not required to pay premiums according to this schedule. You may change the
amount, frequency, and the time period over which you make your planned periodic
payments.

Even if you make your planned periodic payments on schedule, your Policy
may still lapse. The duration of your Policy depends on the Policy's net
surrender value. If the net surrender value is not high enough to pay the
monthly deduction (and your no lapse period expired) then your Policy will lapse
(unless you make the payment we specify during the 61-day grace period).
See Policy Lapse and Reinstatement p.____.

MINIMUM NO LAPSE PREMIUM

The full initial premium is the only premium you are required to pay under
the Policy. However, you greatly increase your risk of lapse if you do not
regularly pay premiums at least as large as the current minimum no lapse
premium.

Until the no lapse date (that is, until the end of the third Policy year),
we guarantee that your Policy will not lapse, so long as you have paid total
premiums (MINUS any withdrawals, MINUS any outstanding loans and MINUS any pro
rata decrease charge) that equal or exceed the minimum no lapse premium in
effect for a specific month times the number of months since the Policy date. If
you take a withdrawal, or take out a loan, or if you decrease your specified
amount, you will need to pay additional premiums in order to keep the no lapse
guarantee in place.

The initial minimum no lapse premium is shown on your Policy's schedule
page, and depends on a number of factors, including the age, gender, and rate
class of the proposed insured, and the specified amount requested. The minimum
no lapse premium will change if you increase or add a rider. If the minimum no
lapse premium changes, we will notify you of the change and its effective date.

AFTER THE THIRD POLICY YEAR (THAT IS, AFTER THE NO LAPSE PERIOD), PAYING
THE CURRENT MINIMUM NO LAPSE PREMIUM EACH MONTH WILL NOT NECESSARILY KEEP YOUR
POLICY IN FORCE. You may need to pay additional premiums to keep the Policy in
force.

NO LAPSE PERIOD

Until the no lapse date that is provided in your Policy (that is, until the
end of the third Policy year), your Policy will remain in force and no grace
period will begin, even if your net surrender value is too low to pay the
monthly deduction, so long as:

/bullet/ the total amount of the premiums you paid (minus any withdrawals,
outstanding loans, and any pro rata decrease charge) is equal to or
exceeds:

-> the current minimum no lapse premium in effect for each month,
MULTIPLIED BY
-> the number of months since the Policy date, including the
current month.

See Minimum No Lapse Premium p.____.

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<PAGE>

PREMIUM LIMITATIONS

Premium payments must be at least $50. We may return premiums less than
$50. We will not allow you to make any premium payments that would cause the
total amount of the premiums you pay to exceed the current maximum premium
limitations which qualify the Policy as life insurance according to federal tax
laws. This maximum is set forth in your Policy. If you make a payment that would
cause your total premiums to be greater than the maximum premium limitations, we
will return the excess portion of the premium payment. We will not permit you to
make additional premium payments until they are allowed by the maximum premium
limitations. In addition, we reserve the right to refund a premium if the
premium would increase the death benefit by more than the amount of the premium.

MAKING PREMIUM PAYMENTS

We will consider any payments you make to be premium payments, unless you
clearly mark them as loan repayments. We will accept premium payments by wire
transfer. If you wish to make payments by wire transfer, you should instruct
your bank to wire federal funds to us. Please contact us at 1-800-322-7164 for
complete wire instructions.

TAX-FREE EXCHANGES ("1035 Exchanges"). We will accept part of your initial
premium money from one or more contracts that qualify for tax-free exchanges
under Section 1035 of the Internal Revenue Code. If you contemplate such an
exchange, you should consult a competent tax advisor to learn the potential tax
effects of such a transaction.

ALLOCATING PREMIUMS

You must instruct us on how to allocate your premium among the fixed
account and the subaccounts. You may allocate your premium to a total of 20
active subaccounts at any one time. (The fixed account may not be available to
residents of all states.) You must follow these guidelines:

/bullet/ allocation percentages must be in whole numbers;
/bullet/ if you select dollar cost averaging, you must have at least
$5,000 in each subaccount from which we will make transfers and
you must transfer a total of at least $100 monthly;
/bullet/ if you select asset rebalancing, the cash value of your Policy
must be at least $5,000; and
/bullet/ unless otherwise required by state law, we will restrict your
allocations to the fixed account if the fixed account value
following the allocation would exceed $500,000.

You may change the allocation instructions for additional premium payments
at any time by writing us or calling us at 1-800-322-7164. The change will be
effective at the end of the valuation date on which we receive the change. Upon
instructions from you, the registered representative/agent of record for your
Policy may also change your allocation instructions for you. We reserve the
right to limit the minimum amount you can allocate to a particular subaccount to
1.0% of a premium payment. We also reserve the right to charge $25 for each
change in excess of one per Policy year quarter.

27
<PAGE>

Whenever you direct money into a subaccount, we will credit your Policy
with the number of units for that subaccount that can be bought for the dollar
payment. We price each subaccount unit using the unit value determined at the
end of the day after the closing of the NYSE (usually at 4:00 p.m. Eastern
time). We will credit amounts to the subaccounts only on a valuation date, that
is, on a date the NYSE is open for trading. See Policy Values p. . Your cash
value will vary with the investment experience of the subaccounts in which you
invest. YOU BEAR THE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE
SUBACCOUNTS.

You should periodically review how your cash value is allocated among the
subaccounts and the fixed account because market conditions and your overall
financial objectives may change.

REALLOCATION ACCOUNT. If your state requires us to return your initial
premium in the event you exercise your free-look right, we will allocate the
initial premium on the Policy date to the reallocation account. The premium will
remain in the reallocation account until the reallocation date. The reallocation
date is the record date, plus the number of days in your state's free-look
period, plus five days. Please contact your agent for details concerning the
free-look period for your state.

On the first valuation date on or after the reallocation date, we will
reallocate all cash value from the reallocation account to the fixed account and
the subaccounts you selected on the application. If you requested dollar cost
averaging, on the reallocation date we will reallocate the cash value either to
the fixed account, the WRL J.P. Money Market subaccount or the WRL AEGON Bond
subaccount (depending on which account you selected on your application).

For states which do not require a full refund of the initial premium, the
reallocation date is the same as the Policy date and we will allocate your
initial premium on the Policy date to the fixed account and the subaccounts in
accordance with the instructions you gave us on your application.

POLICY VALUES
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<S> <C>
CASH VALUE /bullet/ varies from day to day, depending on the investment
experience of the subaccounts you choose, the interest
credited to the fixed account, the charges deducted and any
other Policy transactions (such as additional premium
payments, transfers, withdrawals, and Policy loans).
/bullet/ serves as the starting point for calculating values under a
Policy.
/bullet/ equals the sum of all values in each subaccount and the
fixed account.
</TABLE>

28
<PAGE>

<S> <C>
/bullet/ is determined on the Policy date and on each valuation
date.
/bullet/ has no guaranteed minimum amount and may be more or
less than premiums paid.
/bullet/ includes any amounts held in our fixed account to secure the
Policy loan, if there is a Policy loan outstanding.
</TABLE>

NET SURRENDER VALUE

The net surrender value is the amount we pay when you surrender your
Policy. We determine the net surrender value at the end of the valuation period
when we receive your written surrender request.

NET SURRENDER /bullet/ the cash value as of such date; MINUS
VALUE ON ANY /bullet/ any surrender charge as of such date; MINUS
VALUATION DATE /bullet/ any outstanding Policy loan(s); MINUS
EQUALS: /bullet/ any interest you owe on any Policy loan(s).

SUBACCOUNT VALUE

Each subaccount's value is the cash value in that subaccount. At the end of
any valuation period, the subaccount's value is equal to the number of units
that the Policy has in the subaccount, multiplied by the unit value of that
subaccount.

<S> <C>
THE NUMBER OF /bullet/ the initial units purchased at unit value on the
UNITES IN ANY reallocation date/ PLUS
SUBACCOUNT ON /bullet/ units purchased with additional premium(s); PLUS
ANY VALUATION /bullet/ units purchased via transfers from another subaccount or
DATE EQUALS: the fixed account; MINUS
/bullet/ units redeemed to pay for monthly deductions; MINUS
/bullet/ units redeemed to pay for cash withdrawals; MINUS
/bullet/ units redeemed as part of a transfer to another
subaccount or the fixed account; MINUS
/bullet/ units redeemed to pay any pro rata decrease charge.
</TABLE>

Every time you allocate, transfer or withdraw money to or from a
subaccount, we convert that dollar amount into units. We determine the number of
units we credit to, or subtract from, your Policy by dividing the dollar amount
of the allocation, transfer or cash withdrawal by the unit value for that
subaccount next determined at the end of the valuation period.

SUBACCOUNT UNIT VALUE

The value (or price) of each subaccount unit will reflect the investment
performance of the portfolio in which the subaccount invests. Unit values will
vary among subaccounts. The unit value of each subaccount was originally
established at $10 per unit. The unit value will increase or decrease from one
valuation period to the next.

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<PAGE>

<S> <C>
THE UNIT VALUE /bullet/ the total value of the portfolio shares held in the
OF ANY subaccount, determined by multiplying the number of
SUBACCOUNT AT portfolio shares owned by the subaccount times the
THE END OF A portfolio's net asset value per share determined at the end
VALUATION of the valuation period; MINUS
PERIOD /bullet/ a deduction for the mortality and expense risk charge;
IS CALCULATED AS: MINUS
/bullet/ the accrued amount of reserve for any taxes or
other economic burden resulting from applying tax laws
that we determine to be properly attributable to the
subaccount; AND THE RESULT DIVIDED BY
/bullet/ the number of outstanding units in the subaccount.
</TABLE>

The portfolio in which any subaccount invests will determine its net asset
value per share once daily, as of the close of the regular business session of
the NYSE (usually 4:00 p.m. Eastern time), which coincides with the end of each
valuation period.

FIXED ACCOUNT VALUE

On the reallocation date, the fixed account value is equal to the cash
value allocated to the fixed account.

<S> <C>
THE FIXED ACCOUNT /bullet/ the sum of premium(s) allocated to the fixed account;
PLUS VALUE AT THE END OF /bullet/ any amounts transferred from a subaccount to the fixed
ANY VALUATION account; PLUS
PERIOD IS EQUAL TO: /bullet/ total interest credited to the fixed account; MINUS
/bullet/ amounts charged to pay for monthly deductions; MINUS
/bullet/ amounts withdrawn from the fixed account; MINUS
/bullet/ amounts transferred from the fixed account to a subaccount; MINUS
/bullet/ amounts withdrawn from the fixed account to pay any pro rata
decrease charge incurred due to a decrease in specified amount.
</TABLE>

The fixed account may not be available to residents of all states.

30
<PAGE>

TRANSFERS
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GENERAL

You or your agent/registered representative of record may make transfers
among a total of 20 active subaccounts or from the subaccounts to the fixed
account. We determine the amount you have available for transfer at the end of
the valuation period when we receive your transfer request. WE MAY MODIFY OR
REVOKE THE TRANSFER PRIVILEGE AT ANY TIME. The following features apply to
transfers under the Policy:

/check mark/ You may make an unlimited number of transfers in a Policy
year among the subaccounts.
/check mark/ You may make one transfer from the fixed account per Policy
year (unless you choose dollar cost averaging from the fixed
account).
/check mark/ Unless otherwise required by state law, we will restrict
transfers to the fixed account, if the fixed account value
following the transfer would exceed $500,000.
/check mark/ You may request transfers in writing (in a form we accept),
by fax or by telephone.
/check mark/ There is no minimum amount that must be transferred.
/check mark/ There is no minimum amount that must remain in a subaccount
after a transfer.
/check mark/ We deduct a $10 charge from the amount transferred for the
13th and each additional transfer in a Policy year.
/check mark/ We consider all transfers made in any one day to be a single
transfer.
/check mark/ Transfers resulting from loans, conversion rights,
reallocation of cash value immediately after the reallocation
date, and transfers from the fixed account are NOT treated as
transfers for the purpose of the transfer charge.
/check mark/ Transfers under dollar cost averaging and asset rebalancing
are NOT treated as transfers for purposes of the transfer
charge.

The Policy's transfer privilege is not intended to afford policyowners a
way to speculate on short-term movements in the market. Excessive use of the
transfer privilege can disrupt the management of the portfolios and increase
transaction costs. Accordingly, we have established a policy of limiting
excessive transfer activity. We will limit transfer activity to two substantive
transfers (at least 30 days apart) from each portfolio, except from the WRL J.P.
Morgan Money Market, during any 12-month period. We interpret "substantive" to
mean either a dollar amount large enough to have a negative impact on a
portfolio's operations or a series of movements between portfolios.
We will not limit non-substantive transfers.

Your Policy, as applied for and issued, will automatically receive
telephone transfer privileges unless you provide other instructions. The
telephone transfer privileges allow you to give authority to the registered
representative or agent of record for your Policy to make telephone transfers
and to change the allocation of future payments among the subaccounts and the
fixed account on your behalf according to your instructions. To make a telephone
transfer, you may call 1-800-322-7164 or fax your instructions to 727-299-1667.

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<PAGE>

Please note the following regarding telephone or fax transfers:

-> We are not liable for any loss, damage, cost or expense from
complying with telephone instructions we reasonably believe to be
authentic. You bear the risk of any such loss.
-> We will employ reasonable procedures to confirm that telephone
instructions are genuine.
-> If we do not employ reasonable confirmation procedures, we may be
liable for losses due to unauthorized or fraudulent instructions.
-> Such procedures may include requiring forms of personal
identification prior to acting upon telephone instructions, providing
written confirmation of transactions to owners, and/or tape recording
telephone instructions received from owners.
-> We may also require written confirmation of your request.
-> If you do not want the ability to make telephone transfers, you
should notify us in writing.
-> Telephone or fax requests must be received before 4:00 p.m. Eastern
time to assure same-day pricing of the transaction.
-> We will not be responsible for any transmittal problems when you fax
us your request unless you report it to us within five business days
and send us proof of your fax transmittal.
-> We may discontinue this option at any time.

We will process any transfer request we receive before the NYSE closes
(usually 4:00 p.m. Eastern time) using the subaccount unit value determined at
the end of that session of the NYSE. If we receive the transfer request after
the NYSE closes, we will process the request using the subaccount unit value
determined at the close of the next regular business session of the NYSE.

FIXED ACCOUNT TRANSFERS

You may make one transfer per Policy year from the fixed account unless you
select dollar cost averaging from the fixed account. We reserve the right to
require that you make the transfer request in writing. We must receive the
transfer request no later than 30 days after a Policy anniversary. We will make
the transfer at the end of the valuation date on which we receive the written
request. The maximum amount you may transfer is limited to the greater of:

-> 25% of the amount in the fixed account; or
-> the amount you transferred from the fixed account in the immediately
prior Policy year.

The fixed account may not be available to residents of all states. This
means that residents of some states may not direct or transfer any money to the
fixed account.

CONVERSION RIGHTS

If, within 24 months of your Policy date, you transfer all of your
subaccount values to the fixed account, then we will not charge you a transfer
fee, even if applicable. You must make your request in writing.

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<PAGE>

DOLLAR COST AVERAGING

Dollar cost averaging is an investment strategy designed to reduce the
average purchase price per unit. The strategy spreads the allocation of your
premium into the subaccounts over a period of time. This potentially allows you
to reduce the risk of investing most of your premium into the subaccounts at a
time when prices are high. The success of this strategy is not assured and
depends on market trends. You should consider carefully your financial ability
to continue the program over a long enough period of time to purchase units when
their value is low as well as when it is high. We make no guarantee that dollar
cost averaging will result in a profit or protect you against loss.

Under dollar cost averaging, we automatically transfer a set dollar amount
from either the WRL J.P. Morgan Money Market subaccount, the WRL AEGON Bond
subaccount or the fixed account to a subaccount that you choose. We will make
the transfers monthly as of the end of the valuation date starting on the first
Monthiversary after the reallocation date. We will make the first transfer in
the month after we receive your request, provided that we receive the form by
the 25th day of the month.

<S> <C>
TO START DOLLAR COST -> you must submit a completed form to us requesting dollar
AVERAGING: cost averaging;
-> you must have at least $5,000 in the account from
which we will make transfers; and |Ze your total
transfers each month under dollar cost averaging must
be at least $100.
</TABLE>

You may request dollar cost averaging at any time. There is no charge for
dollar cost averaging. Transfers under dollar cost averaging are NOT counted
towards your 12 free transfers each year.

<S> <C>
DOLLAR -> we receive your request to cancel your participation;
COST AVERAGING -> the value in the accounts from which we make the
WILL TERMINATE IF: transfers is depleted;
-> you elect to participate in the asset rebalancing program;
OR
-> you elect to participate in any asset allocation services
provided by a third party.
</TABLE>

We may modify, suspend, or discontinue dollar cost averaging at any time.

ASSET REBALANCING PROGRAM

We also offer an asset rebalancing program under which you may transfer
amounts periodically to maintain a particular percentage allocation among the
subaccounts you have selected. You cannot have more than 20 active subaccounts.
Cash value allocated to each subaccount will grow or decline in value at
different rates. The asset rebalancing program

33
<PAGE>

automatically reallocates the cash value in the subaccounts at the end of each
period to match your Policy's currently effective premium allocation schedule.
Cash value in the fixed account and the dollar cost averaging program is not
available for this program. This program does not guarantee gains. A subaccount
may still have losses.

You may elect asset rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Policy date. You may modify your allocations
quarterly. Once we receive the asset rebalancing request form, we will effect
the initial rebalancing of cash value on the next such anniversary, in
accordance with the Policy's current premium allocation schedule. We will credit
the amounts transferred 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.

<S> <C>
TO START -> you must submit a completed asset rebalancing request
ASSET REBALANCING: form to us before the maturity date; and
-> you must have a minimum cash value of $5,000 or make
a $5,000 initial premium payment.
</TABLE>

There is no charge for the asset rebalancing program. Reallocations we make
under the program are NOT counted towards your 12 free transfers each year.

<S> <C>
ASSET REBALANCING -> you elect to participate in the dollar cost averaging
WILL CEASE IF: program;
-> we receive your request to discontinue participation;
-> you make ANY transfer to or from any subaccount other
than under a scheduled rebalancing; or
-> you elect to participate in any asset allocation services
provided by a third party.
</TABLE>

You may start and stop participating in the asset rebalancing program at
any time; but we restrict your right to re-enter the program to once each Policy
year. If you wish to resume the asset rebalancing program, you must complete a
new request form. We may modify, suspend, or discontinue the asset rebalancing
program at any time.

THIRD PARTY ASSET ALLOCATION SERVICES

We may provide administrative or other support services to independent
third parties you authorize to conduct transfers on your behalf, or who provide
recommendations as to how your subaccount values should be allocated. This
includes, but is not limited to, transferring subaccount values among
subaccounts in accordance with various investment allocation strategies that
these third parties employ. These independent third parties may or may not be
appointed Transamerica agents for the sale of Policies. TRANSAMERICA DOES NOT
ENGAGE ANY THIRD PARTIES TO OFFER INVESTMENT ALLOCATION SERVICES OF ANY TYPE, SO
THAT PERSONS OR FIRMS OFFERING SUCH SERVICES DO SO INDEPENDENT FROM ANY AGENCY
RELATIONSHIP THEY MAY HAVE WITH TRANSAMERICA FOR THE SALE OF POLICIES.
TRANSAMERICA THEREFORE TAKES NO RESPONSIBILITY FOR THE INVESTMENT ALLOCATIONS
AND TRANSFERS TRANSACTED ON YOUR BEHALF

34
<PAGE>

BY SUCH THIRD PARTIES OR ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE BY SUCH
PARTIES. Transamerica does not currently charge you any additional fees for
providing these support services. Transamerica reserves the right to discontinue
providing administrative and support services to owners utilizing independent
third parties who provide investment allocation and transfer recommendations.

CHARGES AND DEDUCTIONS
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This section describes the charges and deductions that we make under the
Policy to compensate for: (1) the services and benefits we provide; (2) the
costs and expenses we incur; and (3) the risks we assume.

<S> <C>
SERVICES AND BENEFITS WE /bullet/ the death benefit, cash withdrawals and loan benefits;
PROVIDE UNDER THE POLICY: /bullet/ investment options, including premium allocations;
/bullet/ administration of elective options; and
/bullet/ the distribution of reports to owners.
</TABLE>

<S> <C>
COSTS AND EXPENSES /bullet/ costs associated with processing and underwriting
WE INCUR: applications;
/bullet/ expenses of issuing and administering the
Policy (including any Policy riders);
/bullet/ overhead and other expenses for providing services
and benefits, sales commissions and marketing expenses;
and
/bullet/ other costs of doing business, such as collecting
premiums, maintaining records, processing claims,
effecting transactions, and paying federal, state and
local premium and other taxes and fees.
</TABLE>

<S> <C>
RISKS WE ASSUME: /bullet/ that the charges we may deduct may be
insufficient to meet our actual claims because insureds
die sooner than we estimate; and
/bullet/ that the costs of providing the services and benefits
under the Policies may exceed the charges we are allowed
to deduct.
</TABLE>

PREMIUM CHARGES

We deduct no charges from premiums before allocating the premiums to the
separate account and the fixed account according to your instructions.

MONTHLY DEDUCTION

We take a monthly deduction from the cash value on the Policy date and on
each Monthiversary. We deduct this charge on a pro rata basis from all accounts
(i.e., in the same proportion that the value in each subaccount and the fixed
account bears to the total cash value on the Monthiversary). Because portions of
the monthly deduction (such as cost of insurance) can vary monthly, the monthly
deduction will also vary.

35
<PAGE>

<S> <C>
THE MONTHLY DEDUCTION /bullet/ the monthly Policy charge; PLUS
IS EQUAL TO: /bullet/ the monthly cost of insurance
charge for the Policy; PLUS
/bullet/ the monthly charge for any benefits provided by
riders attached to the Policy; PLUS
/bullet/ the pro rata decrease charge incurred as a result
of a decrease in the specified amount.

Monthly Policy Charge:

/bullet/ This charge equals $5.00 each Policy month.
/bullet/ We will not increase this charge.
/bullet/ We may waive this charge if you purchase additional
policies.
/bullet/ This charge compensates us for
administrative expenses such as recordkeeping,
processing death benefit claims and Policy changes,
and overhead costs.
</TABLE>

<TABLE>
<S> <C>
Cost of Insurance Charge:
/bullet/ We deduct this charge each month. It varies each
month and is equal to:
-> the death benefit on the Monthiversary;
DIVIDED BY
-> 1.0024663 (this factor reduces the net amount at risk,
for purposes of computing the cost of insurance, by taking
into account assumed monthly earnings at an annual rate of
3.0%); MINUS
-> the cash value on the Monthiversary;
MULTIPLIED BY
-> the monthly cost of insurance charge for the
Policy.
Optional Insurance Riders:
/bullet/ The monthly deduction will include charges for any
optional insurance benefits you add to your Policy
by rider (see Supplemental Benefits p.___).
</TABLE>

We base the cost of insurance rates on the insured's attained age, gender,
rate class, specified amount, and the length of time that the Policy has been in
force. For Policies with a specified amount of $250,000 or more, we generally
charge a lower rate. The actual monthly cost of insurance rates are based on our
expectations as to future mortality experience. The rates will never be greater
than the guaranteed amount stated in your Policy. These guaranteed rates are
based on the 1980 Commissioners Standard Ordinary (C.S.O.) Mortality Tables and
the insured's attained age, gender and rate class. For standard rate

36
<PAGE>

classes, these guaranteed rates will never be greater than the rates in the
C.S.O. tables. We may also guarantee a rate for a specific period of time (E.G.
one year). For a listing of rate classes, see Underwriting Standards p. .

We may issue certain Policies on a simplified or expedited basis. The cost
of insurance rates for Policies we issue on this basis will be no higher than
the guaranteed rates for select, non-tobacco use or standard, tobacco use
categories. However, these rates may be higher or lower than current rates
charged under otherwise identical Policies that are using standard underwriting
criteria.

MORTALITY AND EXPENSE We deduct a daily charge from your cash value in each
RISK CHARGE subaccount to compensate us for certain mortality and
expense risks we assume. This charge is equal to:
/bullet/ your Policy's cash value in each subaccount
MULTIPLIED BY
/bullet/ the daily pro rata portion of the annual
mortality and expense risk charge rate of
0.90%.

The annual rate is equal to 0.90% of the average daily net assets of each
subaccount. We guarantee to reduce this charge to 0.60% after the first 15
Policy years. We intend to reduce this charge to 0.30% in the 16th Policy year
but we do not guarantee that we will do so, and we reserve the right to maintain
this charge at the 0.60% level after the 15th Policy year.

The mortality risk is that an insured will live for a shorter time than we
project. The expense risk is that the expenses that we incur will exceed the
administrative charge limits we set in the Policy.

If this charge does not cover our actual costs, we absorb the loss.
Conversely, if the charge more than covers actual costs, the excess is added to
our surplus. We expect to profit from this charge. We may use any profits to
cover distribution costs.

SURRENDER CHARGE

If you surrender your Policy completely during the first 15 years, we
deduct a surrender charge from your cash value and pay the remaining cash value
(less any outstanding loan amounts) to you. The payment you receive is called
the net surrender value. We reduce the surrender charge at older ages in
compliance with state laws.

THE SURRENDER CHARGE MAY BE SIGNIFICANT. YOU SHOULD CALCULATE THIS CHARGE
CAREFULLY BEFORE YOU CONSIDER A SURRENDER. Under some circumstances the level of
surrender charge might result in no net surrender value available if you
surrender your Policy in the first few Policy years. This will depend on a
number of factors, but is more likely if:

/bullet/ you pay premiums equal to or not much higher than the minimum no
lapse guarantee premium shown in your Policy; and/or
/bullet/ investment performance is too low.

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<PAGE>

THE SURRENDER CHARGE IS /bullet/ the ISSUE CHARGE; plus
EQUAL TO: /bullet/ the SURRENDER CHARGE BASE; multiplied by
/bullet/ the SURRENDER CHARGE FACTOR.

The ISSUE CHARGE is $5.00 MULTIPLIED BY each $1,000 of the initial
specified amount stated in your Policy. This charge helps us recover the
underwriting, processing and start-up expenses that we incur in connection with
the Policy and the separate account.

The SURRENDER CHARGE BASE equals:

/bullet/ the total premiums paid UP TO the surrender charge base premium
shown in your Policy; PLUS
/bullet/ the total premiums paid IN EXCESS OF the surrender charge base
premium, MULTIPLIED BY the following percentage (which varies by
the insured's issue age):

ISSUE AGE PERCENTAGE
--------- ----------
0-55 8.00%
56-60 6.00%
61-65 4.00%
66-70 3.00%
71-75 2.00%
76-80 1.50%
81-85 1.00%

To determine the SURRENDER CHARGE, we apply the SURRENDER CHARGE FACTOR to
the sum of the ISSUE CHARGE plus the SURRENDER CHARGE BASE. The SURRENDER CHARGE
FACTOR varies with the insured's issue age and the number of years the Policy
has been in force. For male insureds ages 0-65, and for female insureds ages
0-70, the surrender charge factor is equal to 1.00 during Policy years 1-10. It
then decreases by 0.20 each year until the 15th Policy year when it is zero. For
insureds with older issue ages, the factor is less than 1.00 at the end of the
10th Policy year and decreases to zero at the end of the 15th Policy year.

SURRENDER CHARGE FACTORS
MALES ISSUE AGES 0 - 65
FEMALES ISSUE AGES 0 - 70

END OF POLICY YEAR* FACTOR
------------------- ------
At Issue 1.00
1-10 1.00
11 .80
12 .60
13 .40
14 .20
15 0

* We will apply the full amount of the surrender charge listed above to
surrenders that occur during the Policy year.

Applying the surrender charge factor to the total of the issue charge and
the surrender charge base for any surrender during the 11th through the 15th
Policy years will often result in a reduced surrender charge. If you surrender
your Policy after the 15th Policy year, there

38
<PAGE>

are no issue or sales charges due. We always determine the surrender charge
factor from the Policy date to the surrender date, regardless of whether there
were any prior lapses and reinstatements.

/bullet/ SURRENDER CHARGE EXAMPLE 1: Assume a male insured purchases the Policy
at issue age 35 for $250,000 of specified amount, paying $3,000 per
year for four years ($12,000), and then surrenders the Policy. The
surrender charge base premium is $667.50 (250 units at $2.67). The
surrender charge would then be calculated as follows:

(a) ISSUE CHARGE: (250 x $5.00)
(units per thousand of specified amount x $5.00) = $1,250.00

(b) SURRENDER CHARGE BASE PREMIUM: = $ 667.50

(c) EXCESS OVER SURRENDER CHARGE BASE PREMIUM:
8.0% of premiums paid in excess of surrender charge
base premium ($12,000 - $667.50) x 8.0% = $ 906.60

(d) APPLICABLE SURRENDER CHARGE FACTOR:
(a + b + c) x 1.00

($1,250.00 + $667.50 + $906.60) x 1.00 = $2,824.10
=========

/bullet/ SURRENDER CHARGE EXAMPLE 2: Assume the same facts as in Example 1,
including continued premium payments of $3,000 per year, EXCEPT the
owner surrenders the Policy on the 14th Policy anniversary. The
surrender charge would then be calculated as follows:

(a) ISSUE CHARGE: (250 x $5.00)
(units per thousand of specified amount x $5.00) = $1,250.00

(b) SURRENDER CHARGE BASE PREMIUM: = $ 667.50

(c) EXCESS OVER SURRENDER CHARGE BASE PREMIUM:
8.0% of premiums paid in excess of surrender charge
base premium ($42,000 - $667.50) x 8.0% = $3,306.60

(d) APPLICABLE SURRENDER CHARGE FACTOR:
(a + b + c) x .20

($1,250.00 + $667.50 + $3,306.60) x .20 = $1,044.82
=========

There will be no surrender charge if the owner waits until the 15th Policy
anniversary to surrender the Policy.

The surrender charge helps us recover distribution expenses that we incur
in connection with the Policy, including agent sales commissions and printing
and advertising costs.

39
<PAGE>

PRO RATA DECREASE CHARGE

If you decrease the specified amount during the first 15 Policy years, we
will deduct a pro rata decrease charge from the cash value. We will determine
the pro rata decrease charge by:

/bullet/ calculating the surrender charge that would apply if the Policy
was being surrendered; then MULTIPLY it by

/bullet/ the ratio of the specified amount decrease you requested to the
initial specified amount of your Policy.

THE PRO RATA DECREASE /bullet/ the specified amount decrease that you
CHARGE IS EQUAL TO: request; DIVIDED BY
/bullet/ the full specified amount on the Policy
date; MULTIPLIED BY
/bullet/ the surrender charge as of the date of the
decrease based on the specified amount on
the Policy date.

We will not deduct the pro rata decrease charge from the cash value when a
specified amount decrease results from:

/bullet/ a change in the death benefit option; or

/bullet/ a withdrawal (when you select death benefit Option A).

We will determine the pro rata decrease charge from the Policy date to the
date of the decrease using the above formula, regardless of whether your Policy
has lapsed and been reinstated, or you have previously decreased your specified
amount.

If we deduct a pro rata decrease charge due to a decrease in specified
amount, we will reduce proportionately any future surrender charge incurred
during the first 15 Policy years. This means that when we calculate the
surrender charge, we will reduce the charge by an amount equal to the surrender
charge multiplied by the ratio of any prior decreases in the specified amount to
the full initial specified amount. A decrease in specified amount will generally
decrease the insurance protection of the Policy.

TRANSFER CHARGE /bullet/ We currently allow you to make 12 transfers each
year free from charge.
/bullet/ We charge $10 for each additional transfer.
/bullet/ For purposes of assessing the transfer charge,
all transfers made in one day, regardless of the
number of subaccounts affected by the transfer,
is considered a single transfer.
/bullet/ We deduct the transfer charge from the amount
being transferred.

40
<PAGE>

/bullet/ TRANSFERS DUE TO LOANS, EXERCISE OF CONVERSION
RIGHTS, OR FROM THE FIXED ACCOUNT DO NOT count as
transfers for the purpose of assessing this
charge.
/bullet/ Transfers under dollar cost averaging and asset
rebalancing are NOT transfers for purposes of
this charge.
/bullet/ We will not increase this charge.

CHANGE IN PREMIUM /bullet/ We currently do not charge you if you change your
ALLOCATION CHARGE premium allocation. However, in the future we may
decide to charge you $25 if you make more than
one change per Policy year quarter. We will
notify you if we decide to impose this charge.

CASH WITHDRAWAL /bullet/ After the first Policy year, you may take one
CHARGE cash withdrawal each Policy year.
/bullet/ When you make a cash withdrawal, we charge a
processing fee of $25 or 2% of the amount you
withdraw, whichever is less.
/bullet/ We deduct this amount from the withdrawal, and we
pay you the balance.
/bullet/ We will not increase this fee.

TAXES

We currently do not make any deductions for taxes from the separate
account. We may do so in the future if such taxes are imposed by federal or
state agencies.

PORTFOLIO EXPENSES

The portfolios deduct management fees and expenses from the amounts you
have invested in the portfolios. These charges currently range from 0.46% to
1.50%. See the Portfolio Annual Expense Table in this prospectus, and the fund
prospectuses.

DEATH BENEFIT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DEATH BENEFIT PROCEEDS

As long as the Policy is in force, we will pay the death benefit proceeds
on an individual Policy once we receive satisfactory proof of the insured's
death. We may require return of the Policy. We will pay the death benefit
proceeds to the primary beneficiary(ies), if living, or to a contingent
beneficiary. If each beneficiary dies before the insured and there is no
contingent beneficiary, we will pay the death benefit proceeds to the owner or
the owner's estate. We will pay the death benefit proceeds in a lump sum or
under a payment option. See Payment Options p. .

41
<PAGE>

DEATH BENEFIT /bullet/ the death benefit (described below); MINUS
PROCEEDS EQUAL: /bullet/ any past due monthly deductions if the insured
dies during the grace period; PLUS
/bullet/ any additional insurance in force provided by
rider; MINUS
/bullet/ any single-sum benefits paid under the living
benefit rider; MINUS
/bullet/ any outstanding Policy loans; MINUS
/bullet/ any interest you owe on Policy loan(s).

If all or a part of the death benefit proceeds are paid in one sum, we will
pay interest on this sum as required by applicable state law from the date we
receive due proof of the insured's death to the date we make payment.

We may further adjust the amount of the death benefit proceeds if we
contest the Policy or if you misstate the insured's age or gender. See Our
Right to Contest the Policy; and Misstatement of Age or Gender p. .

DEATH BENEFIT

The Policy provides a death benefit. The death benefit is determined at the
end of the valuation period in which the insured dies. You must select one of
the two death benefit options we offer in your application. No matter which
death benefit option you choose, we guarantee that, so long as the Policy does
not lapse, the death benefit will never be less than the specified amount on the
date of the insured's death.

DEATH BENEFIT /bullet/ the current specified amount; OR
OPTION A EQUALS THE /bullet/ a specified percentage, called the
GREATER OF: "limitation percentage," MULTIPLIED BY
-> the cash value on the insured's date of
death.

Under Option A, your death benefit remains level unless the limitation
percentage multiplied by the cash value is greater than the specified amount;
then the death benefit will vary as the cash value varies.

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<PAGE>

The limitation percentage is the minimum percentage of cash value we must
pay as the death benefit under federal tax requirements. It is based on the age
of the insured at the beginning of each Policy year. The following table
indicates the limitation percentages for different ages:

AGE LIMITATION PERCENTAGE
--- ---------------------
40 and under 250%
41 to 45 250% of cash value minus 7% for each age over age 40
46 to 50 215% of cash value minus 6% for each age over age 45
51 to 55 185% of cash value minus 7% for each age over age 50
56 to 60 150% of cash value minus 4% for each age over age 55
61 to 65 130% of cash value minus 2% for each age over age 60
66 to 70 120% of cash value minus 1% for each age over age 65
71 to 75 115% of cash value minus 2% for each age over age 70
76 to 90 105%
91 to 95 105% of cash value minus 1% for each age over age 90
96 and over 100%

If the federal tax code requires us to determine the death benefit by
reference to these limitation percentages, the Policy is described as "in the
corridor." An increase in the cash value will increase our risk, and we will
increase the cost of insurance we deduct from the cash value.

OPTION A ILLUSTRATION. Assume that the insured's attained age is under 40,
there have been no withdrawals or decreases in specified amount, and that there
are no outstanding loans. Under Option A, a Policy with a $500,000 specified
amount will generally pay $500,000 in death benefits. However, because the death
benefit must be equal to or be greater than 250% of cash value, any time the
cash value of the Policy exceeds $200,000, the death benefit will exceed the
$500,000 specified amount. Each additional dollar added to the cash value above
$200,000 will increase the death benefit by $2.50.

Similarly, so long as the cash value exceeds $200,000, each dollar taken
out of the cash value will reduce the death benefit by $2.50. If at any time the
cash value multiplied by the limitation percentage is less than the specified
amount, the death benefit will equal the specified amount of the Policy reduced
by the dollar value of any cash withdrawals.

DEATH BENEFIT /bullet/ the current specified amount; PLUS
OPTION B EQUALS THE -> the cash value on the insured's date of
GREATER OF: death; OR
/bullet/ the limitation percentage, MULTIPLIED BY
-> the cash value on the insured's date of
death.

Under Option B, the death benefit always varies as the cash value varies.

OPTION B ILLUSTRATION. Assume that the insured's attained age is under 40
and that there are no outstanding loans. Under Option B, a Policy with a
specified amount of $500,000 will generally pay a death benefit of $500,000 plus
cash value. Thus, a Policy with a cash value of $100,000 will have a death
benefit of $600,000 ($500,000 + $100,000). The death benefit, however, must be
at least 250% of cash value. As a result, if the cash value of the Policy
exceeds $333,333, the death benefit will be greater than the specified amount
plus cash value. Each additional dollar of cash value above $333,333 will
increase the death benefit by $2.50.

43
<PAGE>

Similarly, any time cash value exceeds $333,333, each dollar taken out of
cash value will reduce the death benefit by $2.50. If at any time, cash value
multiplied by the limitation percentage is less than the specified amount plus
the cash value, then the death benefit will be the specified amount plus the
cash value of the Policy.

EFFECTS OF CASH WITHDRAWALS ON THE DEATH BENEFIT

If you choose Option A, a cash withdrawal will reduce the specified amount
by an amount equal to the amount of the cash withdrawal. We will not impose a
decrease charge when the specified amount is decreased as a result of taking a
cash withdrawal. Regardless of the death benefit option you choose, a cash
withdrawal will reduce the death benefit by at least the amount of the
withdrawal.

CHOOSING DEATH BENEFIT OPTIONS

You must choose one death benefit option on your application. This is an
important decision. The death benefit option you choose will have an impact on
the dollar value of the death benefit, on your cash value and on the amount of
cost of insurance charges you pay.

You may find Option A more suitable for you if your goal is to increase
your cash value through positive investment experience. You may find Option B
more suitable if your goal is to increase your total death benefit.

CHANGING THE DEATH BENEFIT OPTION

After the third Policy year, you may change your death benefit option once
each Policy year if you have not decreased the specified amount that year.

/bullet/ You must make your request in writing.
/bullet/ The effective date of the change will be the Monthiversary on or
following the date when we receive your request for a change.
/bullet/ You may not make a change that would decrease the specified
amount below the minimum specified amount stated in your Policy.
/bullet/ There may be adverse federal tax consequences. You should consult
a tax advisor before changing your Policy's death benefit option.

If you change your death benefit option from Option B to Option A, we will
MAKE the specified amount after the change equal to the specified amount prior
to the change, PLUS your Policy's cash value on the effective date of the
change. If you change your death benefit option from Option A to Option B, we
will MAKE the specified amount after the change equal to the specified amount
prior to the change, MINUS the cash value on the effective date of the change.
We will notify you of the new specified amount.

DECREASING THE SPECIFIED AMOUNT

After the Policy has been in force for three years, you may decrease the
specified amount once each Policy year if you did not change your death benefit
option that year. A

44
<PAGE>

decrease in the specified amount may affect your cost of insurance charge and
may have adverse federal tax consequences. You should consult a tax advisor
before decreasing your Policy's specified amount.

CONDITIONS FOR /bullet/ you must make your request in writing;
DECREASING THE SPECIFIED /bullet/ you may not change your death benefit option
AMOUNT: in the same Policy year that you decrease
your specified amount;
/bullet/ you may not decrease your specified amount
lower than the minimum specified amount
stated in your Policy (generally $100,000).
However, if your initial specified amounts
$250,000 or more, you may not reduce the
specified amount below $250,000;
/bullet/ you may not decrease your specified amount
if it would disqualify your Policy as life
insurance under the Internal Revenue Code;
/bullet/ we may limit the amount of the decrease to
no more than 20% of the specified amount;
/bullet/ a decrease in specified amount will take
effect on the first Monthiversary on or
after we receive your written request; and
/bullet/ we will assess a pro rata decrease charge
against the cash value if you decrease your
specified amount within the first 15 Policy
years.

PAYMENT OPTIONS

There are several ways of receiving proceeds under the death benefit and
surrender provisions of the Policy, other than in a lump sum. See Settlement
Options p. for information concerning these settlement options.

SURRENDERS AND CASH WITHDRAWALS
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SURRENDERS

You may make a written request to surrender your Policy for its net
surrender value as calculated at the end of the valuation date on which we
receive your request. The insured must be alive, the Policy must be in force
when you make your written request and it must be before the maturity date. A
surrender is effective as of the date when we receive your written request. You
will incur a surrender charge if you surrender the Policy during the first 15
Policy years. See Charges and Deductions -- Surrender Charge p. . Once you
surrender your Policy, all coverage and other benefits under it cease and cannot
be reinstated. We will normally pay you the net surrender value (cash value,
minus any surrender charge, minus any Policy loans outstanding and minus any
interest you owe on Policy loans) in a lump sum within seven days or under a
settlement option. A surrender may have tax consequences. See Federal Income Tax
Considerations p. .

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<PAGE>

CASH WITHDRAWALS

After the first Policy year, you may request a cash withdrawal of a portion
of your cash value subject to certain conditions.

CASH /bullet/ You must make your cash withdrawal request to us in
WITHDRAWAL writing.
CONDITIONS: /bullet/ We only allow one cash withdrawal during a Policy year.
/bullet/ We may limit the amount you can withdraw to at least
$500, and to no more than 10% of the net surrender
value during the first 10 Policy years. We currently
intend to limit the amount you can withdraw to 25% of
the net surrender value after the 10th Policy year.
/bullet/ You may not take a cash withdrawal if it will reduce
the specified amount below the minimum specified amount
set forth in the Policy.
/bullet/ You may specify the subaccount(s) and the fixed account
from which to make the withdrawal. If you do not
specify an account, we will take the withdrawal from
each account in accordance with your current premium
allocation instructions.
/bullet/ We generally will pay a cash withdrawal request within
seven days following the valuation date we receive the
request.
/bullet/ We will deduct a processing fee equal to $25 or 2% of
the amount you withdraw, whichever is less. We deduct
this amount from the withdrawal, and we pay you the
balance.
/bullet/ We do not assess a surrender charge when you take a
cash withdrawal.
/bullet/ You may not take a cash withdrawal if it would
disqualify your Policy as life insurance under the
Internal Revenue Code.
/bullet/ A cash withdrawal may have tax consequences. See
Federal Income Tax Considerations p. .

A cash withdrawal will reduce the cash value by the amount of the cash
withdrawal, and will reduce the death benefit by at least the amount of the cash
withdrawal. When death benefit Option A is in effect, a cash withdrawal will
reduce the specified amount by an amount equal to the amount of the cash
withdrawal. We will not impose a pro rata decrease charge when the specified
amount is decreased as a result of taking a cash withdrawal.

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<PAGE>

LOANS
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GENERAL

After the first Policy year (as long as the Policy is in force) you may
borrow money from us using the Policy as the only security for the loan. We may
permit a loan prior to the first anniversary for Policies issued pursuant to
1035 Exchanges. A loan that is taken from, or secured by, a Policy may have tax
consequences. See Federal Income Tax Considerations p. .

POLICY LOANS ARE /bullet/ we may require you to borrow at least $500; and
SUBJECT TO CERTAIN /bullet/ the maximum amount you may borrow is 90% of
CONDITIONS: the cash value, less any surrender charge and
any outstanding loan amount.

When you take a loan, we will withdraw an amount equal to the requested
loan from each of the subaccounts and the fixed account based on your current
premium allocation instructions (unless you specify otherwise). We will transfer
that amount to the loan reserve. The loan reserve is the portion of the fixed
account used as collateral for a Policy loan.

We normally pay the amount of the loan within seven days after we receive
a proper loan request. We may postpone payment of loans under certain
conditions. See Payments We Make p. .

You may request a loan by telephone by calling us at 1-800-322-7164. If the
loan amount you request exceeds $50,000 or if the address of record has been
changed within the past 10 days, we may reject your request. If you do not want
the ability to request a loan by telephone, you should notify us in writing. You
will be required to provide certain information for identification purposes when
you request a loan by telephone. We ask you to provide us with written
confirmation of your request. We will not be liable for processing a loan
request if we believe the request is genuine.

You may also fax your loan request to us at 727-299-1667. We will not be
responsible for any transmittal problems when you fax your request unless you
report it to us within five business days and send us proof of your fax
transmittal.

You can repay a loan at any time while the Policy is in force. WE WILL
CONSIDER ANY PAYMENTS YOU MAKE ON THE POLICY TO BE PREMIUM PAYMENTS UNLESS THE
PAYMENTS ARE CLEARLY SPECIFIED AS LOAN REPAYMENTS.

At each Policy anniversary, we will compare the amount of the outstanding
loan to the amount in the loan reserve. At such time, if the amount of the
outstanding loan exceeds the amount in the loan reserve, we will withdraw the
difference from the subaccounts and the fixed account and transfer it to the
loan reserve, in the same manner as when a loan is made. If the amount in the
loan reserve exceeds the amount of the outstanding loan, we will withdraw the
difference from the loan reserve and transfer it to the subaccounts and the

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<PAGE>

fixed account in the same manner as current premiums are allocated. No charge
will be imposed for these transfers, and these transfers are not treated as
transfers in calculating the transfer charge. We reserve the right to require a
transfer to the fixed account if the loans were originally transferred from the
fixed account.

INTEREST RATE CHARGED

We will charge you an annual interest rate on a Policy loan that is equal
to 5.5% and is payable in arrears on each Policy anniversary. Loan interest that
is unpaid when due will be added to the amount of the loan on each Policy
anniversary and will bear interest at the same rate.

LOAN RESERVE INTEREST RATE CREDITED

We will credit the amount in the loan reserve with interest at an effective
annual rate of at least 4.0%. We may credit a higher rate, but we are not
obligated to do so.

/bullet/ We currently credit interest at an effective annual rate of 4.75%
on amounts you borrow during the first 10 Policy years.
/bullet/ After the 10th Policy year, on all amounts that you have borrowed,
we currently credit interest to part of the cash value in excess
of the premiums paid less withdrawals at an interest rate equal to
the interest rate we charge on the total loan. The remaining
portion, equal to the cost basis, is currently credited 4.75%.

PREFERRED LOANS

After the 10th Policy year, you may borrow against the Policy up to an
amount that is equal to the cash value MINUS total premiums paid (reduced by any
cash withdrawals) and minus any outstanding loan amounts (including any interest
you owe on Policy loan(s)). Such a loan is called a preferred loan. We will
charge interest on a preferred loan at an annual rate of 5.5%, payable in
arrears. Amounts in the loan reserve securing preferred loans accrue interest at
a 5.5% annual rate. THESE RATES ARE NOT GUARANTEED. Any existing loan, other
than a preferred loan, is not eligible for the preferred loan crediting rate.
Consult a tax advisor before taking a preferred loan because such a loan may
have adverse tax consequences. We reserve the right to modify or discontinue the
preferred loan feature.

EFFECT OF POLICY LOANS

A Policy loan affects the Policy because we reduce the death benefit
proceeds and net surrender value under the Policy by the amount of any
outstanding loan plus interest you owe on the loan. Repaying the loan causes the
death benefit proceeds and net surrender value to increase by the amount of the
repayment. As long as a loan is outstanding, we hold an amount equal to the loan
as of the last Policy anniversary plus any accrued interest net of any loan
payments. This amount is not affected by the separate account's investment
performance and may not be credited with the interest rates accruing on the
fixed account. Amounts transferred from the separate account to the loan reserve
will affect the value in the separate account because we credit such amounts
with an interest rate declared by us rather than a rate of return reflecting the
investment results of the separate account.

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<PAGE>

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. A Policy loan may also have possible
adverse tax consequences that could occur if a Policy lapses with loans
outstanding. You should consult a tax advisor before taking out a Policy loan.
See Federal Income Tax Considerations p. .

We will notify you (and any assignee of record) if the sum of your loans
plus any interest you owe on the loans is more than the net surrender value. If
you do not submit a sufficient payment within 61 days from the date of the
notice, your Policy may lapse.

POLICY LAPSE AND REINSTATEMENT
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LAPSE

Your Policy may not necessarily lapse if you fail to make a planned
periodic payment. However, even if you make all your planned periodic payments,
there is no guarantee that your Policy will not lapse. This Policy provides a no
lapse period. See below. Once your no lapse period ends, your Policy may lapse
(terminate without value) if the net surrender value on any Monthiversary is
less than the monthly deductions due on that day. Such lapse might occur if poor
investment experience causes a decrease in the net surrender value, or you have
not paid enough premiums to offset the monthly deductions.

If the net surrender value is not enough to pay the monthly deductions, we
will mail a notice to your last known address and any assignee of record. The
notice will specify the minimum payment you must pay and the final date by which
we must receive the payment to prevent a lapse. We generally require that you
make the payment within 61 days after the date of the notice. This 61-day period
is called the GRACE PERIOD. If we do not receive the specified minimum payment
by the end of the grace period, all coverage under the Policy will terminate
without value.

NO LAPSE PERIOD

This Policy provides a no lapse period for the first three Policy years. As
long as the no lapse period is in effect, your Policy will not lapse and no
grace period will begin, even if your net surrender value is not enough to pay
your monthly deduction. The no lapse period will not extend beyond the first
three years as stated in your Policy. Each month we determine whether the no
lapse period is still in effect.

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<PAGE>

EARLY TERMINATION OF THE /bullet/ The no lapse period will end IMMEDIATELY if
NO LAPSE PERIOD you do not pay sufficient minimum no lapse
premiums.
/bullet/ You must pay total premiums (minus
withdrawals, loans, and any pro rata
decrease charge) that equal at least:
-> your current minimum no lapse premium
in effect each month, MULTIPLIED BY
-> the number of months since the Policy
date (including the current month).

You will lessen the risk of Policy lapse if you keep the no lapse period in
effect. Before you take a cash withdrawal or a loan or decrease the specified
amount, you should consider carefully the effect it will have on the no lapse
period guarantee.

In addition, if you increase or add a rider, you may increase the minimum
no lapse premium. See Minimum No Lapse Premium p. for a discussion of how
the minimum no lapse premium is calculated and can change.

REINSTATEMENT

We will reinstate a lapsed Policy for five years after the lapse (and prior
to the maturity date). To reinstate the Policy you must:

/bullet/ submit a written application for reinstatement;
/bullet/ provide evidence of insurability satisfactory to us;
/bullet/ make a premium payment that is large enough to cover:
-> three monthly deductions; and
-> any surrender charge calculated from the Policy date to the
date of reinstatement.

We will not reinstate any indebtedness. The cash value of the loan reserve on
the reinstatement date will be zero. Your net surrender value on the
reinstatement date will equal the premiums you pay at reinstatement, MINUS one
monthly deduction and any surrender charge. The reinstatement date for your
Policy will be the Monthiversary on or following the day we approve your
application for reinstatement. We may decline a request for reinstatement.

FEDERAL INCOME TAX CONSIDERATIONS
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The following summary provides a general description of the federal income
tax considerations associated with a Policy and does not purport to be complete
or to cover all situations. THIS DISCUSSION IS NOT INTENDED AS TAX ADVICE.
Please consult counsel or other qualified tax advisors for more complete
information. We base this discussion on our understanding of the present federal
income tax laws as they are currently interpreted by the Internal Revenue
Service (the "IRS"). Federal income tax laws and the current interpretations by
the IRS may change.

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<PAGE>

TAX STATUS OF THE POLICY

A Policy must satisfy certain requirements set forth in the Internal
Revenue Code (the "Code") in order to qualify as a life insurance policy for
federal income tax purposes and to receive the tax treatment normally accorded
life insurance policies under federal tax law. Guidance as to how these
requirements are to be applied is limited. Nevertheless, it is reasonable to
conclude that a Policy issued on the basis of a standard rate class should
satisfy the applicable Code requirements. Because of the absence of pertinent
interpretations of the Code requirements, there is, however, some uncertainty
about the application of such requirements to a Policy issued on a substandard
basis. If it is subsequently determined that a Policy does not satisfy the
applicable requirements, we may take appropriate steps to bring the Policy into
compliance with such requirements and we reserve the right to restrict Policy
transactions 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 the separate account supporting their policies 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 the
separate account assets. There is little guidance in this area, and some
features of the Policies, such as flexibility to allocate premiums and cash
values, have not been explicitly addressed in published rulings. While we
believe that the Policy does not give you investment control over separate
account assets, we reserve the right to modify the Policy as necessary to
prevent you from being treated as the owner of the separate account assets
supporting the Policy.

In addition, the Code requires that the investments of the separate account
be "adequately diversified" in order to treat the Policy as a life insurance
policy for federal income tax purposes. We intend that the separate account,
through the portfolios, will satisfy these diversification requirements.

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

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL. We believe that the death benefit under a Policy should be
excludable from the beneficiary's gross income. Federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy proceeds
depend on your circumstances and the beneficiary's circumstances. A tax advisor
should be consulted on these consequences.

Generally, you 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 (E.G., by assignment), a Policy, the
tax consequences depend on whether the Policy is classified as a "Modified
Endowment Contract."

MODIFIED ENDOWMENT CONTRACTS. Under the Code, certain life insurance
policies are classified as "Modified Endowment Contracts" ("MECs") and receive
less favorable tax

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<PAGE>

treatment than other life insurance policies. Due to the Policy's flexibility,
each Policy's circumstances will determine whether the Policy is classified as a
MEC. Among other things, a reduction in benefits at any time could cause a
Policy to become a MEC. If you do not want your Policy to be classified as a
MEC, you should consult a tax advisor to determine the circumstances, if any,
under which your Policy would not be classified as a MEC.

Upon issue of your Policy, we will notify you as to whether or not your
Policy is classified as a MEC based on the initial premium we receive. If your
Policy is not a MEC at issue, then you will also be notified of the maximum
amount of additional premiums you can pay without causing your Policy to be
classified as a MEC. If a payment would cause your Policy to become a MEC, you
and your agent will be notified. At that time, you will need to notify us if you
want to continue your Policy as a MEC.

DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. Policies classified as
MECs are subject to the following tax rules:

/bullet/ All distributions other than death benefits from a MEC, including
distributions upon surrender and cash withdrawals, will be treated
first as distributions of gain taxable as ordinary income. They
will be treated as tax-free recovery of the owner's investment in
the Policy only after all gain has been distributed. Your
investment in the Policy is generally your total premium payments.
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.

/bullet/ Loans taken from or secured by (E.G., by assignment) such a Policy
are treated as distributions and taxed accordingly.

/bullet/ A 10% additional federal income tax is imposed on the amount
included in income except where the distribution or loan is made
when you have attained age 59 1/2 or are disabled, or where the
distribution is part of a series of substantially equal periodic
payments for your life (or life expectancy) or the joint lives (or
joint life expectancies) of you and your beneficiary.

DISTRIBUTIONS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS.
Distributions from a Policy that is not a MEC are generally treated first as a
recovery of your investment in the Policy, and as taxable income after the
recovery of all investment in the Policy. However, certain distributions which
must be made in order to enable the Policy to continue to qualify as a life
insurance policy 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.

Loans from or secured by a Policy that is not a MEC are generally not
treated as distributions. Instead, such loans are treated as indebtedness.
However, the tax consequences associated with Policy loans outstanding after the
first 10 Policy years are less clear and a tax advisor should be consulted about
such loans.

Finally, neither distributions from nor loans from or secured by a Policy
that is not a MEC are subject to the 10% additional tax.

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<PAGE>

INVESTMENT IN THE POLICY. Your investment in the Policy is generally the
sum of the premium payments you made. When a distribution from the Policy
occurs, your investment in the Policy is reduced by the amount of the
distribution that is tax-free.

MULTIPLE POLICIES. All MECs that we issue (or that our affiliates issue) to
the same owner during any calendar year are treated as one MEC for purposes of
determining the amount includable in the owner's income when a taxable
distribution occurs.

DEDUCTIBILITY OF POLICY LOAN INTEREST. In general, interest you pay on a
loan from a Policy will not be deductible. Before taking out a Policy loan, you
should consult a tax advisor as to the tax consequences.

BUSINESS USES OF THE POLICY. The Policy may be used in various
arrangements, including nonqualified deferred compensation or salary continuance
plans, split dollar insurance plans, executive bonus plans, retiree medical
benefit plans and others. The tax consequences of such plans and business uses
of the Policy may vary depending on the particular facts and circumstances of
each individual arrangement and business uses of the Policy. Therefore, if you
are contemplating using the Policy in any arrangement the value of which depends
in part on its tax consequences, you should be sure to consult a tax advisor as
to tax attributes of the arrangement. In recent years, moreover, Congress has
adopted new rules relating to life insurance owned by businesses. Any business
contemplating the purchase of a new Policy or a change in an existing Policy
should consult a tax advisor.

LIVING BENEFIT RIDER (AN ACCELERATED DEATH BENEFIT). We believe that the
single-sum payment we make under this rider should be fully excludable from the
gross income of the beneficiary, as long as the beneficiary is an insured under
the Policy. You should consult a tax advisor about the consequences of adding
this rider to your Policy, or requesting a single-sum payment.

POSSIBLE TAX LAW CHANGES. Although the likelihood of legislative changes is
uncertain, there is always a possibility that the tax treatment of the Policies
could change by legislation or otherwise. You should consult a tax advisor with
respect to legislative developments and their effect on the Policy.

SPECIAL RULES FOR 403(b) ARRANGEMENTS

If this Policy is purchased by public school systems and certain tax-exempt
organizations for their employees, then the federal, state and estate tax
consequences could differ from those stated in this prospectus. A competent tax
advisor should be consulted in connection with such purchase.

Certain restrictions apply. The Policy must be purchased in connection with
a tax-sheltered annuity described in Section 403(b) of the Code. Premiums,
distributions, and other transactions in connection with the Policy must be
administered in coordination with the Section 403(b) annuity.

The amount of life insurance that may be purchased on behalf of a
participant in a 403(b) plan is limited. The current cost of insurance for the
net amount at risk is treated

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under the Code as a "current fringe benefit" and must be included annually in
the plan participant's gross income. This cost (generally referred to as the
"P.S. 58" cost) is reported to the participant annually.

If the plan participant dies while covered by the 403(b) plan and the
Policy proceeds are paid to the participant's beneficiary, then the excess of
the death benefit over the cash value will generally be taxable to the extent it
exceeds the participant's cost basis in the Policy.

Policies owned under these types of plans may be subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), which may impose additional
requirements on Policy loans and other Policy provisions. Plan loans must also
satisfy tax requirements in order to be treated as non-taxable. Plan loan
requirements and provisions may differ from the Policy loan provisions stated in
the prospectus. You should consult a qualified advisor regarding ERISA.

OTHER POLICY INFORMATION
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OUR RIGHT TO CONTEST THE POLICY

In issuing this Policy, we rely on all statements made by or for the
insured in the application or in a supplemental application. Therefore, if you
make any material misrepresentation of a fact in the application (or any
supplemental application), then we may contest the Policy's validity or may
resist a claim under the Policy.

In the absence of fraud, we cannot bring any legal action to contest the
validity of the Policy after the Policy has been in force during the insured's
lifetime for two years from the Policy date, or if reinstated, for two years
from the date of reinstatement.

SUICIDE EXCLUSION

If the insured commits suicide, while sane or insane, within two years of
the Policy date (or two years from the reinstatement date, if the Policy lapses
and is reinstated), then the Policy will terminate and our liability is limited
to an amount equal to the total premiums paid, less any loans, and less any cash
withdrawals. We will pay this amount to the beneficiary in one sum. If the
insured commits suicide within two years of the reinstatement date or the date
of any increase in insurance, our total liability with respect to such
reinstatement or increase will be the cost of insurance charges we deducted.

MISSTATEMENT OF AGE OR GENDER

If the age or gender of the insured was stated incorrectly in the
application or any supplemental application, then the death benefit will be
adjusted based on what the cost of insurance charge for the most recent monthly
deduction would have purchased based on the insured's correct age and gender.

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MODIFYING THE POLICY

Only our President or Secretary may modify this Policy or waive any of our
rights or requirements under this Policy. Any modification or waiver must be in
writing. No agent may bind us by making any promise not contained in this
Policy.

If we modify the Policy, we will provide you notice and we will make
appropriate endorsements to the Policy.

BENEFITS AT MATURITY

If the insured is living and the Policy is in force, the Policy will mature
on the Policy anniversary nearest the insured's 100th birthday. This is the
maturity date. On the maturity date we will pay you the net surrender value of
your Policy. We will extend the maturity date if your Policy is still in force
on the maturity date. Any riders in force on the scheduled maturity date will
terminate on that date and will not be extended. Interest on any outstanding
Policy loans will continue to accrue during the period for which the maturity
date is extended. You must submit a written request for the extension between 90
and 180 days prior to the maturity date and elect one of the following:

1. If you had previously selected death benefit Option B, we will change
the death benefit to Option A. On each valuation date, we will adjust
the specified amount to equal the cash value, and the limitation
percentage will be 100%. We will not permit you to make additional
premium payments. We will waive all future monthly deductions; or

2. We will automatically extend the maturity date until the next Policy
anniversary. You must submit a written request, between 90 and 180 days
before each subsequent Policy anniversary, stating that you wish to
extend the maturity date for another Policy year. All benefits and
charges will continue as set forth in your Policy. We will adjust the
annual cost of insurance rates using the then current cost of insurance
rates.

If you choose 2 above, you may change your election to 1 above at any time.
However, if you choose 1 above, then you may not change your election to 2
above.

The tax consequences of extending the maturity date beyond the 100th
birthday of the insured are uncertain. You should consult a tax advisor as to
those consequences.

PAYMENTS WE MAKE

We usually pay the amounts of any surrender, cash withdrawal, death benefit
proceeds, or settlement options within seven business days after we receive all
applicable written notices and/or due proofs of death. However, we can postpone
such payments if:

/bullet/ the NYSE is closed, other than customary weekend and holiday
closing, or trading on the NYSE is restricted as determined by
the SEC; OR
/bullet/ the SEC permits, by an order, the postponement for the protection
of policyowners; OR

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/bullet/ 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 you have submitted a recent check or draft, we have the right to defer
payment of surrenders, cash withdrawals, death benefit proceeds, or payments
under a settlement option until such check or draft has been honored. We also
reserve the right to defer payment of transfers, cash withdrawals, or surrenders
from the fixed account for up to six months.

SETTLEMENT OPTIONS

If you surrender the Policy, or if the Policy matures, you may elect to
receive the net surrender value in either a lump sum or as a series of regular
income payments under one of the three settlement options described below. In
either event, life insurance coverage ends. Also, when the insured dies, the
beneficiary may apply the lump sum death benefit proceeds to one of the same
settlement options. If the regular payment under a settlement option would be
less than $20, we will instead pay the proceeds in one lump sum. We may make
other settlement options available in the future.

Once we begin making payments under a settlement option, you or the
beneficiary will no longer have any value in the subaccounts or the fixed
account. Instead, the only entitlement will be the amount of the regular payment
for the period selected under the terms of the settlement option chosen.
Depending upon the circumstances, the effective date of a settlement option is
the surrender date, the maturity date or the insured's date of death.

Under any settlement option, the dollar amount of each payment will depend
on three things:

/bullet/ the amount of the surrender or death benefit proceeds on the
surrender date, maturity date or insured's date of death;

/bullet/ the interest rate we credit on those amounts (we guarantee a
minimum annual interest rate of 3.0%);

/bullet/ the mortality tables we use; and

/bullet/ the specific payment option(s) you choose.

OPTION 1 - EQUAL /bullet/ We will pay the proceeds, plus interest, in equal
MONTHLY INSTALLMENTS monthly installments for a fixed period of your
FOR A FIXED PERIOD choice, but not longer than 240 months.
/bullet/ We will stop making payments once we have made
all the payments for the period selected.

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OPTION 2 - EQUAL At your or the beneficiary's direction, we will make
MONTHLY INSTALLMENTS equal monthly installments:
FOR LIFE (LIFE INCOME) /bullet/ only for the life of the payee, at the end
of which payments will end; or
/bullet/ for the longer of the payee's life, or for
10 years if the payee dies before the end
of the first 10 years of payments; or
/bullet/ until the total amount of all payments
we have made equals the proceeds that were
applied to the settlement option.

OPTION 3 - EQUAL /bullet/ We will make equal monthly payments during
MONTHLY INSTALLMENTS FOR the joint lifetime of two persons, first
THE LIFE OF THE PAYEE AND to a chosen payee, and then to a co-payee,
THEN TO A DESIGNATED if living, upon the death of the payee.
SURVIVOR (JOINT AND /bullet/ Payments to the co-payee, if living, upon
SURVIVOR) the payee's death will equal either:
-> the full amount made to the payee
before the payee's death; or
-> two-thirds of the amount paid to the
payee before the payee's death. All
payments will cease upon the death of
the co-payee.

REPORTS TO OWNERS

At least once each year, or more often as required by law, we will mail to
policyowners at their last known address a report showing the following
information as of the end of the report period:

<TABLE>
<S> <C> <C> <C>
/checkmark/ the current cash value /checkmark/ any activity since the last report
/checkmark/ the current net surrender value /checkmark/ projected values
/checkmark/ the current death benefit /checkmark/ investment experience of each subaccount
/checkmark/ any outstanding loans /checkmark/ any other information required by law
</TABLE>

You may request additional copies of reports, but we may charge a fee for
such additional copies. In addition, we will send written confirmations of any
premium payments and other financial transactions you request. We also will send
copies of the annual and semi-annual report to shareholders for each portfolio
in which you are indirectly invested.

RECORDS

We will maintain all records relating to the separate account and the fixed
account.

POLICY TERMINATION

Your Policy will terminate on the earliest of:

<TABLE>
<S> <C> <C> <C>
/bullet/ the maturity date; /bullet/ the end of the grace period; or
/bullet/ the date the insured dies; /bullet/ the date the Policy is
surrendered.
</TABLE>

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SUPPLEMENTAL BENEFITS (RIDERS)
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The following supplemental benefits (riders) are available and may be added
to a Policy. Monthly charges for these riders are deducted from cash value as
part of the monthly deduction. The riders available with the Policy provide
fixed benefits that do not vary with the investment experience of the separate
account. For purposes of the riders, the primary insured is the person insured
under the Policy, and the face amount is the level term insurance amount we pay
at death.

CHILDREN'S INSURANCE RIDER

This rider provides a face amount on the primary insured's children. We
will pay a death benefit once we receive proof that the insured child died while
both the rider and coverage were in force for that child. If the primary insured
dies while the rider is in force, we will terminate the rider 31 days after the
death, and we will offer a separate life insurance policy to each insured child.

ACCIDENTAL DEATH BENEFIT RIDER

Subject to certain limitations, we will pay a face amount if the primary
insured's death results solely from accidental bodily injury where:

/bullet/ the death is caused by external, violent, and accidental means;

/bullet/ the death occurs within 90 days of the accident; and

/bullet/ the death occurs while the rider is in force.

The rider will terminate on the earliest of:

/bullet/ the Policy anniversary nearest the primary insured's 70th
birthday;

/bullet/ the date the Policy terminates; or

/bullet/ the Monthiversary when the rider terminates at your request.

OTHER INSURED RIDER

We will pay the rider's face amount when we receive proof of the other
insured's death. On any Monthiversary while the rider is in force, you may
replace it with a new Policy on the other insured's life (without evidence of
insurability).

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CONDITIONS TO /bullet/ your request must be in writing;
REPLACE THE /bullet/ the rider has not reached the anniversary nearest
RIDER: to the other insured's 70th birthday;
/bullet/ the new policy is any permanent insurance policy
that we currently offer; /bullet/ subject to the
minimum specified amount required for the new
policy, the amount of the insurance under the new
policy will equal the face amount then in force
under the rider; and
/bullet/ we will base your premium on the other insured's
rate class under the rider.

DISABILITY WAIVER RIDER

Subject to certain conditions, we will waive the Policy's monthly
deductions while you are disabled. We must receive proof that:

/bullet/ you are totally disabled;

/bullet/ the rider was in force when you became disabled;

/bullet/ you became disabled before the anniversary nearest your 60th
birthday; and

/bullet/ you are continuously disabled for at least six months.

We will not waive any deduction which becomes due more than one year before we
receive written notice of your claim.

DISABILITY WAIVER AND INCOME RIDER

This rider has the same benefits as the Disability Waiver Rider, but adds a
monthly income benefit for up to 120 months.

PRIMARY INSURED RIDER ("PIR") AND PRIMARY INSURED RIDER PLUS ("PIR PLUS")

Under the PIR and the PIR Plus, we provide term insurance coverage on a
different basis from the coverage in your Policy. You may purchase the PIR and
PIR Plus anytime.

FEATURES OF /bullet/ the rider increases the Policy's death benefit by the
PIR AND PIR rider's face amount;
PLUS: /bullet/ the PIR terminates when the insured turns 95, and the
PIR Plus terminates when the insured turns 90;
/bullet/ we do not assess any additional surrender charge for
PIR and PIR Plus;

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/bullet/ generally PIR and PIR Plus coverage costs less than
the insurance coverage under the Policy, but has no
cash value;
/bullet/ you may cancel or reduce your rider coverage without
decreasing your Policy's specified amount; and
/bullet/ you may generally decrease your specified amount
without reducing your rider coverage.

It may cost you less to reduce your PIR or PIR Plus coverage than to
decrease your specified amount, because we do not deduct a surrender charge in
connection with your PIR or PIR Plus rider. However, it may cost you more to
keep a higher specified amount, because the specified amount may have a cost of
insurance that is higher than the cost of the same amount of coverage under your
PIR or PIR Plus.

You should consult your registered representative to determine if you would
benefit from PIR or PIR Plus. We may discontinue offering PIR or PIR Plus at any
time. We may also modify the terms of these riders for new Policies.

LIVING BENEFIT RIDER (AN ACCELERATED DEATH BENEFIT)

This rider allows us to pay all or a portion of the death benefit once we
receive satisfactory proof that the insured is ill and has a life expectancy of
one year or less. A doctor must certify the insured's life expectancy.

We will pay a "single-sum benefit" equal to:

/bullet/ the death benefit on the date we pay the single-sum benefit;
MULTIPLIED BY
/bullet/ the election percentage of the death benefit you elect to
receive; DIVIDED BY
/bullet/ 1 + i ("i"equals the current yield on 90-day Treasury bills or
the Policy loan interest rate, whichever is greater); MINUS
/bullet/ any indebtedness at the time we pay the single-sum benefit,
multiplied by the election percentage.

The maximum terminal illness death benefit we will pay is equal to:

/bullet/ the death benefit available under the Policy at the insured's
death; PLUS
/bullet/ the benefit available under any PIR or PIR Plus rider in force.
/bullet/ a single-sum benefit may not be greater than $500,000.

The election percentage is a percentage that you select. It may not be
greater than 100% of your Policy's death benefit under the rider.

We will not pay a benefit under the rider if the insured's terminal
condition results from self-inflicted injuries which occur during the period
specified in your Policy's suicide provision.

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The rider terminates at the earliest of:

/bullet/ the date the Policy terminates;

/bullet/ the date a settlement option takes effect;

/bullet/ the date we pay a single-sum benefit; or

/bullet/ the date you terminate the rider.

We do not charge for this rider. This rider may not be available in all
states, or its terms may vary depending on a state's insurance law requirements.

IMSA
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- --------------------------------------------------------------------------------

In recent years, the insurance industry has recognized the need to develop
specific principles and practices to help maintain the highest standards of
marketplace behavior and enhance credibility with consumers. As a result, the
industry established the Insurance Marketplace Standards Association ("IMSA").

As an IMSA member, we agree to follow a set of standards in our
advertising, sales and service for individual life insurance and annuity
products. The IMSA logo, which you will see on our advertising and promotional
materials, demonstrates that we take our commitment to ethical conduct
seriously.

PERFORMANCE DATA
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RATES OF RETURN

This section shows the historical investment experience of the portfolios
based on the portfolios' historical investment experience. This information does
not represent or project future investment performance.

We base the rates of return that we show below on each portfolio's actual
investment performance. We deduct investment management fees and direct fund
expenses. The rates are actual average annual compounded rates of return for the
periods ended on December 31, 1999.

These rates of return do not reflect any charges that are deducted under
the Policy or from the separate account (such as the annual mortality and
expense risk charge, the monthly deduction, or the surrender charge). IF THESE
CHARGES WERE DEDUCTED, PERFORMANCE WOULD BE LOWER. These rates of return are not
estimates, projections or guarantees of future performance.

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<PAGE>

AVERAGE ANNUAL COMPOUNDED RATES OF RETURN
FOR THE PERIODS ENDED ON DECEMBER 31, 1999

<TABLE>
<CAPTION>
10 YEARS OR INCEPTION
FUND PORTFOLIO INCEPTION 5 YEARS 1 YEAR DATE
- -------------- ----------- ------- ------ ---------
<S> <C> <C> <C> <C>
WRL SERIES FUND, INC.
WRL Alger Aggressive Growth .................... % % 03/01/94
WRL VKAM Emerging Growth ....................... % % % 03/01/93
WRL Janus Growth ............................... %* % % 10/02/86
WRL Janus Global ............................... % % % 12/03/92
WRL AEGON Bond ................................. %* % % 10/02/86
WRL LKCM Strategic Total Return ................ % % % 03/01/93
WRL Federated Growth & Income .................. % % % 03/01/94
WRL J.P. Morgan Money Market ................... %* % % 10/02/86
WRL Dean Asset Allocation ...................... % N/A % 01/03/95
WRL GE U.S. Equity ............................. % N/A % 01/02/97
WRL Third Avenue Value ......................... % N/A % 01/02/98
WRL J.P. Morgan Real Estate Securities ......... % N/A 05/01/98
WRL AEGON Balanced ............................. % % % 03/01/94
WRL NWQ Value Equity ........................... % N/A % 05/01/96
WRL C.A.S.E. Growth ............................ % N/A % 05/01/95
WRL GE/Scottish Equitable
International Equity .......................... % N/A % 01/02/97
WRL Goldman Sachs Growth ....................... % N/A N/A 05/03/99
WRL Goldman Sachs Small Cap .................... % N/A N/A 05/03/99
WRL T. Rowe Price Dividend Growth .............. % N/A N/A 05/03/99
WRL T. Rowe Price Small Cap .................... % N/A N/A 05/03/99
WRL Salomon All Cap ............................ % N/A N/A 05/03/99
WRL Pilgrim Baxter Mid Cap Growth .............. % N/A N/A 05/03/99
WRL Dreyfus Mid Cap ............................ % N/A N/A 05/03/99

TRANSAMERICA VARIABLE INSURANCE FUND, INC.
Transamerica VIF Growth Portfolio .............. %* % % 11/01/96**
</TABLE>

* This percentage represents ten year performance data, rather than data since
portfolio inception.
** This portfolio is the successor to Transamerica's Separate Account Fund C, a
registered management investment company, through a reorganization on
November 1, 1996. Performance prior to this date is Transamerica's Separate
Account Fund C performance.

Additional information regarding the investment performance of the
portfolios appears in the attached fund prospectuses.

HYPOTHETICAL ILLUSTRATIONS BASED ON ADJUSTED PORTFOLIO PERFORMANCE

This section contains hypothetical illustrations of Policy values based on
the adjusted historical experience of the portfolios. We started selling the
Policies in 2000. The separate account was established in June 1996 and will
commence operations in May, 2000. The portfolios commenced operations before the
separate account. The rates of return below show the adjusted actual investment
experience of each portfolio for the periods shown. The illustrations of cash
values and net surrender values below depict these Policy values as if you had
purchased the Policy on the last valuation date prior to January 1 of the year
after

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<PAGE>

the portfolio began operations and had selected death benefit Option A. The
illustrations are based on the historical investment experience of the portfolio
indicated as of the last valuation date prior to January 1 of the year after the
portfolio began operations. WE ASSUMED THE RATE OF RETURN FOR EACH PORTFOLIO IN
EACH CALENDAR YEAR TO BE UNIFORMLY EARNED THROUGHOUT THE YEAR; HOWEVER, THE
PORTFOLIO'S ACTUAL PERFORMANCE DID AND WILL VARY THROUGHOUT THE YEAR.

In order to demonstrate how the actual investment experience of the
portfolios could have affected the Option A death benefit, cash value and net
surrender value of the Policy, we provide hypothetical illustrations for a
hypothetical insured. THESE HYPOTHETICAL ILLUSTRATIONS ARE DESIGNED TO SHOW THE
PERFORMANCE THAT COULD HAVE RESULTED IF THE HYPOTHETICAL INSURED HAD HELD THE
POLICY DURING THE PERIOD ILLUSTRATED. These illustrations do not represent what
may happen in the future.

The amounts we show for death benefits, cash values, and net surrender
values take into account all charges and deductions from the Policy, the
separate account, and the portfolios. For each portfolio, we base one
illustration on the guaranteed cost of insurance rates and one on the current
cost of insurance rates for a hypothetical male insured age 35. The insured's
age, gender and rate class, amount and timing of premium payments, cash
withdrawals, and loans would affect individual Policy benefits.

For each portfolio, the illustrations below assume death benefit Option A
was selected based on annual premiums of $5,500 and a specified amount of
$500,000 for a male age 35, and an ultimate select, non-tobacco use rate class.

The following example shows how the hypothetical net return of the WRL Alger
Aggressive Growth portfolio would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1995. This example assumes that
premiums and cash values were in the portfolio for the entire period and that
the values were determined on each Policy anniversary thereafter.

WRL ALGER AGGRESSIVE GROWTH
Male Issue Age 35, $5,500 Annual Premium
($500,000 Specified Amount, Ultimate Select, Non-Tobacco Use Class)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates