TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL 3
497, 2000-05-12
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P R O S P E C T U S
MAY 8, 2000

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                               TRANSAMERICA ELITE(SM)
                                   issued through
                Transamerica Occidental Life Separate Account VUL-3
                                        by
                  Transamerica Occidental Life Insurance Company

                               ADMINISTRATIVE OFFICE:
                                570 Carillon Parkway
                          St. Petersburg, Florida 33716
                                 1-800-322-7164
                                 (727) 299-1800

         PLEASE SEND ALL PREMIUM PAYMENTS, LOAN REPAYMENTS, CORRESPONDENCE
                   AND NOTICES TO THE ADMINISTRATIVE OFFICE ONLY.

                                    HOME OFFICE:
                               1150 South Olive Street
                          Los Angeles, California 90015
       -------------------------------------------------------------------------

         AN INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                                 -----------------------------------------------
                                   CONSIDER CAREFULLY THE RISK FACTORS
                                   BEGINNING ON PAGE 10 OF THIS PROSPECTUS.

                                   If you already own a life insurance policy,
                                   it may not be to your advantage to buy
                                   additional insurance or to replace your
                                   policy with the Policy described in 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
COMMISSION HAS NOT APPROVED        Prospectuses for the portfolios of:
OR DISAPPROVED THESE SECURITIES
OR PASSED UPON THE ADEQUACY        [ ] WRL Series Fund, Inc.;
OF THIS PROSPECTUS. ANY            [ ] Variable Insurance Products Fund (VIP);
REPRESENTATION TO THE CONTRARY     [ ] Variable Insurance Products Fund II
IS A CRIMINAL OFFENSE.                 (VIP II);
                                   [ ] Variable Insurance Products Fund III
                                       (VIP III); and
                                   [ ] Transamerica Variable Insurance Fund,
                                       Inc.
                                   must accompany this prospectus. Certain
                                   portfolios may not be available in all
                                   states. Please read these documents before
                                   investing and save them for future reference.
                                 -----------------------------------------------

<PAGE>

TABLE OF CONTENTS
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- --------------------------------------------------------------------------------
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Glossary ...................................................................   1

Policy Summary .............................................................   5

Risk Summary ...............................................................  10

Portfolio Annual Expense Table .............................................  14

Transamerica and the Fixed Account .........................................  16
    Transamerica ...........................................................  16
    The Fixed Account ......................................................  16

The Separate Account and the Portfolios ....................................  17
    The Separate Account ...................................................  17
    The Portfolios .........................................................  17
    Addition, Deletion, or Substitution of Investments .....................  21
    Your Right to Vote Portfolio Shares ....................................  22

The Policy .................................................................  23
    Purchasing a Policy ....................................................  23
    Underwriting Standards .................................................  23
    When Insurance Coverage Takes Effect ...................................  24
    Ownership Rights .......................................................  25
    Canceling a Policy .....................................................  27

Premiums ...................................................................  28
    Premium Flexibility ....................................................  28
    Planned Periodic Payments ..............................................  28
    Minimum No Lapse Premium ...............................................  28
    No Lapse Period ........................................................  29
    Premium Limitations ....................................................  29
    Making Premium Payments ................................................  29
    Allocating Premiums ....................................................  30

Policy Values ..............................................................  31
    Cash Value .............................................................  31
    Net Surrender Value ....................................................  31
    Subaccount Value .......................................................  32
    Subaccount Unit Value ..................................................  32
    Fixed Account Value ....................................................  33

Transfers ..................................................................  33
    General ................................................................  33
    Fixed Account Transfers ................................................  35
    Conversion Rights ......................................................  35
    Dollar Cost Averaging ..................................................  35
    Asset Rebalancing Program ..............................................  36
    Third Party Asset Allocation Services ..................................  37

Charges and Deductions .....................................................  38
    Premium Charges ........................................................  38
    Monthly Deduction ......................................................  38
    Mortality and Expense Risk Charge ......................................  40
    Surrender Charge .......................................................  40

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

                                       i
<PAGE>


    Pro Rata Decrease Charge ................................................ 43
    Transfer Charge ......................................................... 43
    Change in Premium Allocation Charge ..................................... 43
    Cash Withdrawal Charge .................................................. 44
    Taxes ................................................................... 44
    Portfolio Expenses ...................................................... 44

Death Benefit ............................................................... 44
    Death Benefit Proceeds .................................................. 44
    Death Benefit ........................................................... 45
    Effects of Cash Withdrawals on the Death Benefit ........................ 47
    Choosing Death Benefit Options .......................................... 47
    Changing the Death Benefit Option ....................................... 47
    Decreasing the Specified Amount ......................................... 47
    No Increase in the Specified Amount ..................................... 48
    Payment Options ......................................................... 48

Surrenders and Cash Withdrawals ............................................. 48
    Surrenders .............................................................. 48
    Cash Withdrawals ........................................................ 49

Loans ....................................................................... 50
    General ................................................................. 50
    Interest Rate Charged ................................................... 51
    Loan Reserve Interest Rate Credited ..................................... 51
    Effect of Policy Loans .................................................. 51

Policy Lapse and Reinstatement .............................................. 52
    Lapse ................................................................... 52
    No Lapse Period ......................................................... 52
    Reinstatement ........................................................... 53

Federal Income Tax Considerations ........................................... 53
    Tax Status of the Policy ................................................ 54
    Tax Treatment of Policy Benefits ........................................ 54
    Special Rules for 403(b) Arrangements ................................... 57

Other Policy Information .................................................... 57
    Our Right to Contest the Policy ......................................... 57
    Suicide Exclusion ....................................................... 57
    Misstatement of Age or Gender ........................................... 58
    Modifying the Policy .................................................... 58
    Benefits at Maturity .................................................... 58
    Payments We Make ........................................................ 59
    Settlement Options ...................................................... 59
    Reports to Owners ....................................................... 60
    Records ................................................................. 60
    Policy Termination ...................................................... 61

Supplemental Benefits (Riders) .............................................. 61
    Children's Insurance Rider .............................................. 61
    Accidental Death Benefit Rider .......................................... 61
    Other Insured Rider ..................................................... 61
    Disability Waiver Rider ................................................. 62
    Disability Waiver and Income Rider ...................................... 62

                                       ii
<PAGE>


    Primary Insured Rider ("PIR") and Primary Insured
       Rider Plus ("PIR Plus") .............................................. 62
    Living Benefit Rider (an Accelerated Death Benefit) ..................... 63

IMSA ........................................................................ 64

Performance Data ............................................................ 64
    Rates of Return ......................................................... 64
    Hypothetical Illustrations Based on Adjusted Historical Portfolio
       Performance .......................................................... 66
    Other Performance Data in Advertising Sales Literature .................. 76
    Transamerica's Published Ratings ........................................ 77

Additional Information ...................................................... 77
    Sale of the Policies .................................................... 77
    Legal Matters ........................................................... 78
    Legal Proceedings ....................................................... 78
    Variations in Policy Provisions ......................................... 78
    Experts ................................................................. 78
    Financial Statements .................................................... 79
    Additional Information about Transamerica ............................... 79
    Transamerica's Directors and Officers ................................... 79
    Additional Information about the Separate Account ....................... 82

Appendix A -- Illustrations ................................................. 83

Appendix B -- Wealth Indices of Investments in the U.S. Capital Market ...... 87

Index to Financial Statements ............................................... 89
    Transamerica Occidental Life Insurance Company .......................... 90



                                      iii
<PAGE>

GLOSSARY
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 accounts          The options to which you can allocate your money. The
                   accounts include the fixed account and the subaccounts in the
                   separate account. Our administrative office and mailing
                   address is P.O. Box 5068, Clearwater,
                   -------------------------------------------------------------
 administrative    Florida 33758-5068. Our street address is 570 Carillon
 office            Parkway, St. Petersburg, Florida 33716. Our phone number is
                   1-800-322-7164. ALL PREMIUM PAYMENTS, LOAN REPAYMENTS,
                   CORRESPONDENCE AND NOTICES SHOULD BE SENT TO THIS ADDRESS.
                   -------------------------------------------------------------
 attained age      The issue age of the insured, plus the number of completed
                   years since the Policy date.
                   -------------------------------------------------------------
 beneficiary(ies)  The person or persons you select to receive the death benefit
                   from this Policy. You name the primary beneficiary and
                   contingent beneficiaries.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 death benefit     The amount we will pay to the beneficiary on the insured's
 proceeds          death. We will reduce the death benefit proceeds by the
                   amount of any outstanding loan amount (including any interest
                   you owe on Policy loan(s)) plus any due and unpaid monthly
                   deductions.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 free-look period  The limited period of time 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.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 home office       Our home office address is 1150 South Olive Street, Los
                   Angeles, California 90015. PLEASE DO NOT SEND ANY MONEY,
                   CORRESPONDENCE OR NOTICES TO THIS ADDRESS. SEND TO THE
                   ADMINISTRATIVE OFFICE LISTED ABOVE.
                   -------------------------------------------------------------
 in force          While coverage under the Policy is active and the insured's
                   life remains insured.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 insured           The person whose life is insured by this Policy.
                   -------------------------------------------------------------
 issue age         The insured's age on his or her birthday nearest to the
                   Policy date.
                   -------------------------------------------------------------

                                       1
<PAGE>


 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.
                   -------------------------------------------------------------
 loan amount       The total amount of all outstanding Policy loans, including
                   both principal and interest due.
                   -------------------------------------------------------------
 loan reserve      A part of the fixed account to which amounts are transferred
                   as collateral for Policy loans.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 minimum           The amount shown on your Policy schedule page that we use
 no                during the no lapse period to determine whether a grace
 lapse             period will begin. We will adjust the minimum no lapse
 premium           premium if you change death benefit options, decrease the
                   specified amount, or add or increase a rider. We make this
                   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.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 monthly           The monthly Policy charge, plus the monthly cost of
 deduction         insurance, plus the 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.
                   -------------------------------------------------------------
 net surrender     The amount we will pay you if you surrender the Policy while
 value             it is in force. 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).
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 planned periodic  A premium payment you make in a level amount at a fixed
 premium           interval over a specified period of time.
                   -------------------------------------------------------------

                                       2
<PAGE>

 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
                   the laws of the state governing your Policy (usually the
                   state where you live), 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.
                   -------------------------------------------------------------
 portfolio         One of the separate investment portfolios of a fund.
                   -------------------------------------------------------------
 premiums          All payments you make under the Policy other than loan
                   repayments.
                   -------------------------------------------------------------
 reallocation      The fixed account.
 account
                   -------------------------------------------------------------
 reallocation      The date we reallocate all cash value held in the
 date              reallocation account to the 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.
                   -------------------------------------------------------------
 record date       The date we record your Policy on our books as an in force
                   Policy.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 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 (level) death benefit.
                   -------------------------------------------------------------
 subaccount        A subdivision of the separate account that invests
                   exclusively in shares of one investment portfolio of a fund.
                   -------------------------------------------------------------
 surrender charge  If during the first 15 Policy years you fully surrender the
                   Policy, we will deduct a surrender charge from the cash
                   value.
                   -------------------------------------------------------------
 termination       When the insured's life is no longer insured under the
                   Policy.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------
 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.
                   -------------------------------------------------------------

                                       3
<PAGE>


 we, us, our       Transamerica Occidental Life Insurance Company.
 (Transamerica)
                   -------------------------------------------------------------
 written notice    The written notice you must sign and send us to request or
                   exercise your 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
                   administrative office.
                   -------------------------------------------------------------
 you, your         The person entitled to exercise all rights as owner under
 (owner or         the Policy.
 policyowner)
                   -------------------------------------------------------------


                                       4
<PAGE>

POLICY SUMMARY                                            TRANSAMERICA ELITE(SM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     This summary provides only a brief overview of the more important features
of the Policy. More detailed information about the Policy appears later in this
prospectus. PLEASE READ THE REMAINDER OF THIS PROSPECTUS CAREFULLY.

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. 10.) 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

o    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.
o    Unplanned premiums may be made, within limits.
o    Premium payments must be at least $50 if paid monthly and $600 if paid
     annually.
o    You increase your risk of lapse if you do not regularly pay premiums at
     least as large as the current minimum no lapse premium.
o    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 sum of the
     monthly minimum no lapse premiums in effect each month from the Policy date
     up to and including the current month. If you take a withdrawal, a loan, or
     if you decrease your specified amount, you may need to pay additional
     premiums in order to keep the no lapse guarantee in place.
o    The minimum no lapse premium on the Policy date is shown on your Policy
     schedule page. We will adjust the minimum no lapse premium will change if
     you change death benefit options, decrease the specified amount, or add or
     increase a rider.
o    Under certain circumstances, extra premiums may be required to prevent the
     Policy from lapsing.
o    Once we deliver your Policy, the FREE-LOOK PERIOD begins. You may return
     the Policy during this period and receive a refund. Depending on the laws
     of the state governing your Policy (usually the state where you live), we
     will either allocate your premium to


                                       5
<PAGE>

    the accounts you indicated on your application, or we will place your
    premium in the reallocation account until the reallocation date as shown
    on your Policy schedule page. See Reallocation Account p. 30.

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

o    From the initial premium: None
o    From additional premiums: None

INVESTMENT OPTIONS

     SUBACCOUNTS. You may direct the money in your Policy to a total of 12
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 12 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 VKAM Emerging Growth                        [ ] WRL Great Companies -- America(SM)
    [ ] WRL T. Rowe Price Small Cap                     [ ] WRL Salomon All Cap
    [ ] WRL Goldman Sachs Small Cap                     [ ] WRL C.A.S.E. Growth
    [ ] WRL Pilgrim Baxter Mid Cap Growth               [ ] WRL Dreyfus Mid Cap
    [ ] WRL Alger Aggressive Growth                     [ ] WRL NWQ Value Equity
    [ ] WRL Third Avenue Value                          [ ] WRL T. Rowe Price Dividend Growth
    [ ] WRL Value Line Aggressive Growth                [ ] WRL Dean Asset Allocation
    [ ] WRL GE International Equity (formerly, WRL      [ ] WRL LKCM Strategic Total Return
          GE/Scottish Equitable International Equity)   [ ] WRL J.P. Morgan Real Estate Securities
    [ ] WRL Janus Global                                [ ] WRL Federated Growth & Income
    [ ] WRL Great Companies -- Technology(SM)           [ ] WRL AEGON Balanced
    [ ] WRL Janus Growth                                [ ] WRL AEGON Bond
    [ ] WRL Goldman Sachs Growth                        [ ] WRL J.P. Morgan Money Market
    [ ] WRL GE U.S. Equity
</TABLE>

 VARIABLE INSURANCE PRODUCTS FUND (VIP)
     Fidelity VIP Equity-Income Portfolio -- Service Class 2

 VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
     Fidelity VIP II Contrafund/registered trademark/ Portfolio -- Service
       Class 2

 VARIABLE INSURANCE PRODUCTS FUND III (VIP III)
     Fidelity VIP III Growth Opportunities Portfolio -- Service Class 2

 TRANSAMERICA VARIABLE INSURANCE FUND, INC.
     Transamerica VIF Growth Portfolio


     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


                                       6
<PAGE>

$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 is NOT available to
residents of New Jersey.

CASH VALUE

o    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.
o    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).
o    Cash value is the starting point for calculating important values under the
     Policy, such as net surrender value and the death benefit.
o    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)).
o    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. 28.

TRANSFERS

o    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.
o    You may make transfers in writing, by telephone or by fax.
o    Policy loans reduce the amount of cash value available for transfers.
o    Dollar cost averaging and asset rebalancing programs are available.
o    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 maximum amount you can transfer is the greater of:
     ->   25% of your value in the fixed account; or
     ->   the amount you transferred from the fixed account in the preceding
          Policy year.

CHARGES AND DEDUCTIONS

o    MONTHLY POLICY CHARGE: We deduct $5.00 from your cash value each month.
o    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 portfolios 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.
o    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


                                       7
<PAGE>

     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.
o    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. 40.
o    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.
o    TRANSFER FEE: We deduct $10 for each transfer in excess of 12 per Policy
     year.
o    RIDER CHARGES: We deduct charges each month for the optional insurance
     benefits (riders) you select. Each rider will have its own charge.
o    CASH WITHDRAWAL FEE: We deduct a processing fee for cash withdrawals equal
     to the lesser of $25 or 2% of the withdrawal.
o    PORTFOLIO EXPENSES: The portfolios deduct management fees and expenses from
     the amounts you have invested in the portfolios. Some portfolios also
     deduct 12b-1 fees from portfolio assets. These fees and expenses currently
     range from 0.44% to 1.20% annually, depending on the portfolio. See
     Portfolio Annual Expense Table on p. 14. See also the fund prospectuses.

LOANS

o    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.
o    We may permit a loan prior to the first anniversary for Policies issued
     pursuant to 1035 Exchanges.
o    The minimum loan amount is generally $500.
o    You may request a loan by calling us or by writing or faxing us written
     instructions.
o    We charge 5.5% interest annually, payable in arrears, on any outstanding
     loan amount.
o    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.
o    Prior to the 10th Policy year, we currently credit 4.75% interest annually
     on all Policy loans.
o    After the 10th Policy year, you may borrow at preferred loan rates an
     amount equal to the cash value minus total premiums paid (reduced by any
     cash withdrawals) and


                                       8
<PAGE>

     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.
o    Federal income taxes and a penalty tax may apply to loans you take against
     the Policy.
o    There are risks involved in taking a Policy loan. See Risk Summary p. 10.

DEATH BENEFIT

o    You must choose one of two death benefit options. We offer the following:
     o    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.
     o    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.

     o    So long as the Policy does not lapse, the minimum death benefit we pay
          under any option will be the current specified amount.
     o    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.
     o    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.
     o    We will increase the death benefit proceeds by any additional
          insurance benefits you add by rider.
     o    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.
     o    Under current tax law, death benefit should be income tax free to the
          beneficiary.
     o    The death benefit is available in a lump sum or a variety of payout
          options.

CASH WITHDRAWALS AND SURRENDERS

o    You may take one withdrawal of cash value per Policy year after the first
     Policy year.
o    The amount of the withdrawal must be:
     o    At least $500; and


                                       9
<PAGE>

     o    No more than 10% of the net surrender value. We currently intend to
          limit the amount you can withdraw to 25% of the net surrender value
          after the 10th Policy year.
o    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.
o    There is no surrender charge assessed when you take a cash withdrawal.
o    A cash withdrawal will reduce the death benefit by at least the amount of
     the withdrawal.
o    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.
o    Federal income taxes and a penalty tax may apply to cash withdrawals and
     surrenders.
o    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.


RISK SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 INVESTMENT        If you invest your cash value in one or more subaccounts, you
 RISK              will be subject to the risk that investment performance could
                   be unfavorable and that the cash value of your Policy would
                   decrease. YOU COULD LOSE EVERYTHING YOU INVEST, AND YOUR
                   POLICY COULD LAPSE. If you select the fixed account, your
                   cash value in the fixed account is 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%.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 RISK OF LAPSE     If your Policy fails to meet certain conditions, we will
                   notify you that the Policy has entered a 61-day grace period
                   and will lapse unless you make a sufficient payment during
                   the grace period.

                   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 these 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 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 period in effect.

                                       10
<PAGE>


                   If you change death benefit options, decrease the specified
                   amount, or add or increase a rider, we will adjust the amount
                   of the minimum no lapse premium.

                   You will lessen the risk of Policy lapse during the first
                   three Policy years if you keep the no lapse period in effect.
                   Before 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.

                   After the no lapse period, your Policy may lapse if loans,
                   cash withdrawals, monthly deductions and insufficient
                   investment returns reduce the net surrender value to zero.
                   The Policy will enter a grace period if on any Monthiversary
                   the net surrender value (that is, the cash value, minus the
                   surrender charge, and minus any outstanding loans and
                   interest owed on the loans) is not enough to pay the monthly
                   deduction due.

                   A Policy lapse may have adverse tax consequences. See Federal
                   Income Tax Considerations p. 53 and Policy Lapse and
                   Reinstatement p. 52.

                   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         We expect that the Policy will generally be deemed a life
 (INCOME TAX       insurance contract under federal tax law, so that the death
 AND MEC)          benefit paid to the beneficiary will not be subject to
                   federal income tax. However, due to lack of guidance, there
                   is less certainty 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. 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 per
 WITHDRAWALS       Policy year after the first Policy year has been completed.
                   The amount you may withdraw is limited to 10% of the net
                   surrender value. We currently intend to limit the amount you
                   can withdraw to 25% of the net surrender value after the 10th
                   Policy year.

                                       11
<PAGE>


                   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 by the amount of the
                   withdrawal. If death benefit Option B is in effect when you
                   make a cash withdrawal, the death benefit will be reduced by
                   the amount the cash value was reduced. In some circumstances,
                   a cash withdrawal may reduce the death benefit by more than
                   the dollar amount of the withdrawal.

                   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 by the amount of the
                   outstanding loan, plus any interest you owe on Policy loans.

                   If a loan from a Policy is outstanding when the Policy is
                   canceled or lapses, then the amount of the outstanding
                   indebtedness will be taxable as if it were a distribution
                   from the Policy. See Federal Income Tax Considerations p. 53.

                   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 that if the loan,
                   insurance charges and unfavorable investment experience
                   reduce your net surrender value while the no lapse period is
                   no longer in ef- fect, then the Policy will lapse. Adverse
                   tax consequences would result.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                       12
<PAGE>


 EFFECTS OF THE    The surrender charge under this Policy is significant,
 SURRENDER         especially in the early Policy years. It is likely that you
 CHARGE            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. Each month we will use the cash value
                   (reduced by the surrender charge and reduced by outstanding
                   loans and interest owed) to measure whether your Policy will
                   remain in force or will enter a grace period.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 COMPARISON        Like fixed benefit life insurance, the Policy offers a death
 WITH OTHER        benefit and can provide a cash value, loan privileges and a
 INSURANCE         value on surrender. However, the Policy differs from a fixed
 POLICIES          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 value will always vary with the investment results
                   of your selected subaccounts.

                   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 illustrations in this prospectus are based on
                   hypothetical rates of return that are not guaranteed. They
                   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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                       13
<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    RULE 12B-1    ANNUAL
  PORTFOLIO(1)                                                                         FEES     EXPENSES      FEES      EXPENSES
<S>                                                                                <C>          C>        <C>          <C>
 WRL SERIES FUND, INC.(2)(3)
 WRL VKAM Emerging Growth                                                               0.80%     0.07%          N/A       0.87%
 WRL T. Rowe Price Small Cap(4)                                                         0.75%     0.25%          N/A       1.00%
 WRL Goldman Sachs Small Cap(4)                                                         0.90%     0.10%          N/A       1.00%
 WRL Pilgrim Baxter Mid Cap Growth(4)                                                   0.90%     0.10%          N/A       1.00%
 WRL Alger Aggressive Growth                                                            0.80%     0.09%          N/A       0.89%
 WRL Third Avenue Value                                                                 0.80%     0.20%          N/A       1.00%
 WRL Value Line Aggressive Growth(5)                                                    0.80%     0.20%          N/A       1.00%
 WRL GE International Equity(6)                                                         1.00%     0.20%          N/A       1.20%
 WRL Janus Global(7)                                                                    0.80%     0.12%          N/A       0.92%
 WRL Great Companies -- Technology(SM)(5)                                               0.80%     0.20%          N/A       1.00%
 WRL Janus Growth(8)                                                                    0.80%     0.05%          N/A       0.85%
 WRL Goldman Sachs Growth(4)                                                            0.90%     0.10%          N/A       1.00%
 WRL GE U.S. Equity                                                                     0.80%     0.13%          N/A       0.93%
 WRL Great Companies -- America(SM)(5)                                                  0.80%     0.20%          N/A       1.00%
 WRL Salomon All Cap(4)                                                                 0.90%     0.10%          N/A       1.00%
 WRL C.A.S.E. Growth                                                                    0.80%     0.20%          N/A       1.00%
 WRL Dreyfus Mid Cap(4)                                                                 0.85%     0.15%          N/A       1.00%
 WRL NWQ Value Equity                                                                   0.80%     0.10%          N/A       0.90%
 WRL T. Rowe Price Dividend Growth(4)                                                   0.90%     0.10%          N/A       1.00%
 WRL Dean Asset Allocation                                                              0.80%     0.07%          N/A       0.87%
 WRL LKCM Strategic Total Return                                                        0.80%     0.06%          N/A       0.86%
 WRL J.P. Morgan Real Estate Securities                                                 0.80%     0.20%          N/A       1.00%
 WRL Federated Growth & Income                                                          0.75%     0.14%          N/A       0.89%
 WRL AEGON Balanced                                                                     0.80%     0.09%          N/A       0.89%
 WRL AEGON Bond                                                                         0.45%     0.08%          N/A       0.53%
 WRL J.P. Morgan Money Market                                                           0.40%     0.04%          N/A       0.44%
 VARIABLE INSURANCE PRODUCTS FUND
  (VIP) (9)
 Fidelity VIP Equity-Income Portfolio -- Service Class 2 (10)                           0.48%     0.10%        0.25%       0.83%
 VARIABLE INSURANCE PRODUCTS FUND II
  (VIP II) (9)
 Fidelity VIP II Contrafund/registered trademark/ Portfolio Service Class 2 (10)        0.58%     0.12%        0.25%       0.95%
 VARIABLE INSURANCE PRODUCTS FUND III
  (VIP III) (9)
 Fidelity VIP III Growth Opportunities Portfolio Service Class 2 (10)                   0.58%     0.13%        0.25%       0.96%
 TRANSAMERICA VARIABLE INSURANCE FUND, INC.(11)
 Transamerica VIF Growth Portfolio                                                      0.70%     0.15%          N/A       0.85%
</TABLE>

 (1) The fee table information relating to the portfolios was provided to
     Transamerica by each fund and Transamerica has not independently verified
     such information.
 (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, 2001. 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 Investment Management, Inc. ("WRL Management"), the investment adviser
     of the WRL Fund, has undertaken, until at least April 30, 2001, to pay
     expenses on behalf of the portfolios of the WRL Fund, to the extent normal
     total


                                       14
<PAGE>

   operating expenses of a portfolio exceed a stated percentage of the WRL
   portfolio's average daily net assets. The expense limit, the amount
   reimbursed by WRL Management during 1999, and the expense ratio without the
   reimbursement are listed below for each portfolio:


<TABLE>
<CAPTION>
                                                      Expense     Reimbursement         Expense Ratio
                                                       Limit          Amount        Without Reimbursement
<S>                                                  <C>         <C>               <C>
  WRL VKAM Emerging Growth .......................     1.00%           N/A                    N/A
  WRL T. Rowe Price Small Cap ....................     1.00%          63,542                2.46%
  WRL Goldman Sachs Small Cap ....................     1.00%          60,555                5.57%
  WRL Pilgrim Baxter Mid Cap Growth ..............     1.00%          34,986                1.40%
  WRL Alger Aggressive Growth ....................     1.00%           N/A                    N/A
  WRL Third Avenue Value .........................     1.00%          10,734                1.06%
  WRL Value Line Aggressive Growth ...............     1.00%           N/A                    N/A
  WRL GE International Equity ....................     1.20%         112,088                1.84%
  WRL Janus Global ...............................     1.00%           N/A                    N/A
  WRL Great Companies -- Technology(SM) ..........     1.00%           N/A                    N/A
  WRL Janus Growth ...............................     1.00%           N/A                    N/A
  WRL Goldman Sachs Growth .......................     1.00%          49,677                2.68%
  WRL GE U.S. Equity .............................     1.00%           N/A                    N/A
  WRL Great Companies -- America(SM) .............     1.00%           N/A                    N/A
  WRL Salomon All Cap ............................     1.00%          53,174                2.87%
  WRL C.A.S.E. Growth ............................     1.00%           N/A                    N/A
  WRL Dreyfus Mid Cap ............................     1.00%          34,541                4.89%
  WRL NWQ Value Equity ...........................     1.00%           N/A                    N/A
  WRL T. Rowe Price Dividend Growth ..............     1.00%          46,989                2.35%
  WRL Dean Asset Allocation ......................     1.00%           N/A                    N/A
  WRL LKCM Strategic Total Return ................     1.00%           N/A                    N/A
  WRL J.P. Morgan Real Estate Securities .........     1.00%          51,924                2.69%
  WRL Federated Growth & Income ..................     1.00%           N/A                    N/A
  WRL AEGON Balanced .............................     1.00%           N/A                    N/A
  WRL AEGON Bond .................................     0.70%           N/A                    N/A
  WRL J.P. Morgan Money Market ...................     0.70%           N/A                    N/A
</TABLE>

 (4) Because these portfolios commenced operations on May 3, 1999, the
     percentages set forth as "Other Expenses" and "Total Annual Expenses" are
     annualized.
 (5) Because these portfolios commenced operations on May 1, 2000, the
     percentages set forth as "Other Expenses" and "Total Portfolio Annual
     Expenses" are estimates.
 (6) The fee table reflects estimated 2000 expenses because the expense limit
     for this portfolio will be reduced from 1.50% to 1.20% effective May 1,
     2000.
 (7) WRL Management currently waives 0.025% of its advisory fee on portfolio
     average daily net assets over $2 billion (net fee -- 0.775%.) This waiver
     will be terminated on June 25, 2000.
 (8) WRL Management 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 aerage daily net assets above $3
     billion (net fee -- 0.75%). The fee table reflects estimated 2000 expenses
     because of the termination of the fee waiver. This waiver will be
     terminated on June 25, 2000.
 (9) The 12b-1 fee deducted for the Variable Insurance Products Fund (VIP),
     Variable Insurance Products Fund II (VIP II), and Variable Insurance
     Products Fund III (VIP III) (the "Fidelity VIP Funds") covers certain
     shareholder support services provided by companies selling variable
     contracts investing in the Fidelity VIP Funds. The 12b-1 fees assessed
     against the Fidelity VIP Funds shares held for the Policies will be
     remitted to AFSG Securities Corporation ("AFSG"), the principal
     underwriter for the Policies.
(10) Service Class 2 expenses are based on estimated expenses for the year
     2000.
(11) Transamerica Investment Management, LLC ("Transamerica Investment
     Management"), the investment adviser of Transamerica Variable Insurance
     Fund, Inc. (the "Transamerica Variable Fund"), waived a portion of its
     advisory fee and was paid 0.70% of the portfolio's average daily net
     assets. Without such waiver, the total fund expenses would have been
     0.90%. This waiver is voluntary and may be terminated at any time without
     notice but is expected to continue through the year 2000.


     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 (except as noted in the footnotes). 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.


                                       15
<PAGE>

TRANSAMERICA AND THE FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

     We are entering into an Administrative Services Agreement with our
affiliate, Western Reserve Life Assurance Co. of Ohio ("Western Reserve"), a
life insurance company organized and existing under the laws of the State of
Ohio. Under this agreement, Western Reserve will provide, on our behalf, all
Policy underwriting services, claims processing and other administrative
services, including maintenance of the books and records necessary for the
administration and operation of the Policies.

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.


                                       16
<PAGE>

     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.

     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 12 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.


                                       17
<PAGE>

     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 portfolios may have investment objectives and policies
similar to other portfolios that are managed by the same investment adviser or
sub-adviser. 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 sub-
adviser. 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             ADVISER OR SUB-ADVISER           INVESTMENT OBJECTIVE
- ---------             ----------------------           --------------------
<S>                   <C>                              <C>
WRL VKAM              Van Kampen                       Seeks capital appreciation by
Emerging              Asset Management Inc.            investing primarily in common stocks
Growth                                                 of small and medium-sized
                                                       companies.

WRL T. Rowe           T. Rowe Price                    Seeks long-term growth of capital by
Price Small Cap       Associates, Inc.                 investing primarily in common stocks
                                                       of small growth companies.

WRL Goldman           Goldman Sachs Asset              Seeks long-term growth of capital.
Sachs Small Cap       Management

WRL Pilgrim           Pilgrim Baxter & Associates,     Seeks capital appreciation.
Baxter Mid Cap        Ltd.
Growth

WRL Alger             Fred Alger                       Seeks long-term capital
Aggressive Growth     Management, Inc.                 appreciation.

WRL Third             EQSF Advisers, Inc.              Seeks long-term capital
Avenue Value                                           appreciation.

WRL Value             Value Line, Inc.                 Seeks long-term growth of capital.
Line Aggressive
Growth

WRL GE                GE Asset Management              Seeks long-term growth of capital.
International         Incorporated*
Equity

WRL Janus Global      Janus Capital                    Seeks long-term growth of capital in
                      Corporation                      a manner consistent with the
                                                       preservation of capital.

WRL Great             Great Companies, L.L.C.          Seeks long-term growth of capital.
Companies --
Technology(SM)

* Effective May 1, 2000, GE Asset Management Incorporated is the sole
  sub-adviser.
</TABLE>

                                       18
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO             ADVISER OR SUB-ADVISER         INVESTMENT OBJECTIVE
- ---------             ----------------------         --------------------
<S>                   <C>                            <C>
WRL Janus             Janus Capital                  Seeks growth of capital.
Growth                Corporation

WRL Goldman           Goldman Sachs Asset            Seeks long-term growth of capital.
Sachs Growth          Management

WRL GE U.S.           GE Asset Management            Seeks long-term growth of capital.
Equity                Incorporated

WRL Great             Great Companies, L.L.C.        Seeks long-term growth of capital.
Companies --
America(SM)

WRL Salomon           Salomon Brothers Asset         Seeks capital appreciation.
All Cap               Management Inc

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 scale measured against
                                                     each company's present value.

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.

WRL NWQ Value         NWQ Investment Manage-         Seeks to achieve maximum, consistent
Equity                ment Company, Inc.             total return with minimum risk to
                                                     principal.

WRL T. Rowe           T. Rowe Price                  Seeks to provide an increasing level
Price Dividend        Associates, Inc.               of dividend income, long-term capital
Growth                                               appreciation, and reasonable current
                                                     income, through investments primarily
                                                     in dividend paying stocks.

WRL Dean Asset        Dean Investment Associates     Seeks preservation of capital and
Allocation                                           competitive investment returns.

WRL LKCM              Luther King Capital            Seeks to provide current income,
Strategic             Management                     long-term growth of income and
Total Return          Corporation                    capital 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.
</TABLE>

                                       19
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                    ADVISER OR SUB-ADVISER     INVESTMENT OBJECTIVE
- ---------                    ----------------------     --------------------
<S>                          <C>                        <C>
WRL Federated                Federated Investment       Seeks total return by investing in
Growth & Income              Counseling                 securities that have defensive
                                                        characteristics.

WRL AEGON                    AEGON USA                  Seeks preservation of capital,
Balanced                     Investment                 reduced volatility, and superior
                             Management, Inc.           long-term risk-adjusted returns.

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 J.P. Morgan              J.P. Morgan Investment     Seeks to obtain maximum current
Money Market                 Management Inc.            income consistent with preservation
                                                        of principal and maintenance of
                                                        liquidity.

Fidelity VIP                 Fidelity Management &      Seeks reasonable income.
Equity-Income                Research Company
Portfolio --
Service Class 2

Fidelity VIP II              Fidelity Management &      Seeks long-term capital appreciation.
Contrafund(RM)               Research Company
Portfolio --
Service Class 2

Fidelity VIP III             Fidelity Management &      Seeks to provide capital growth.
Growth                       Research Company
Opportunities
Portfolio --
Service Class 2

Transamerica VIF             Transamerica               Seeks to maximize long-term
Growth Portfolio             Investment                 growth.
                             Management, LLC
</TABLE>

     WRL Management, located at 570 Carillon Parkway, St. Petersburg, Florida
33716, a wholly-owned subsidiary of 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.

     Fidelity Management & Research Company ("FMR"), located at 82 Devonshire
Street, Boston, Massachusetts 02109, serves as investment adviser to the
Fidelity VIP Funds and manages the Fidelity VIP Funds in accordance with
policies and guidelines established by


                                       20
<PAGE>

each fund's Board of Trustees. For certain portfolios, FMR has engaged
investment sub-advisers to provide portfolio management services. FMR and each
sub-adviser are registered investment advisers under the Investment Advisers
Act of 1940, as amended. See the Fidelity Fund prospectuses for more
information regarding FMR and the investment sub-advisers.

     Transamerica Investment Management, 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 Transamerica Variable 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/Trustees 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.

     If a fund's Board of Directors/Trustees 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 you 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.


                                       21
<PAGE>

     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.

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. See Tax Status of the
Policy p. 54.

     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 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.


                                       22
<PAGE>

THE POLICY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 and premiums to:

                      Transamerica Occidental Life Insurance Company
                      P.O. Box 9016
                      Clearwater, Florida 33758-9016

     You select the specified amount for your Policy within the following
limits. 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:

      o     the date of your application; or
      o     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.

     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:

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


                                       23
<PAGE>

     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 required under the Policy as issued 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.


 THE AMOUNT OF                  o  the specified amount applied for; or
 CONDITIONAL INSURANCE          o  $300,000
 COVERAGE IS THE LESSER OF:     reduced by all amounts payable under all life
                                insurance applications that the insured has
                                pending with us.

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

 CONDITIONAL LIFE INSURANCE     o  the date we determine the insured has
 COVERAGE TERMINATES               satisfied our underwriting requirements and
 AUTOMATICALLY ON THE              the insurance applied for takes effect (the
 EARLIEST OF:                      Policy date); or
                                o  60 days from the date the application was
                                   completed; or
                                o  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
                                o  the date we modify the plan, amount, riders
                                   and/or the premium rate class shown in the
                                   application, or any supplemental agreements;
                                   or
                                o  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.

                                       24
<PAGE>


 SPECIAL LIMITATIONS OF THE     o  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.
                                o  the conditional receipt does not provide
                                   benefits for disability and accidental death
                                   benefits.
                                o  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.

     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 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 full premium in the reallocation account until the reallocation
date. While held in the reallocation account, premium(s) will be credited with
interest at the current fixed account rate. See Reallocation Account p. 30.

     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
on which we receive the premium or transaction request at our administrative
office. 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. 31.

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.

                                       25
<PAGE>


 CHANGING THE     o  Change the owner by providing written notice to us at our
 OWNER               administrative office at any time while the insured is
                     alive and the Policy is in force.
                  o  Change is effective as of the date that the written notice
                     is signed.
                  o  Changing the owner does not automatically change the
                     beneficiary.
                  o  Signature of the owner's spouse is required if the owner is
                     a resident of Arizona, California, Idaho, Nevada, New
                     Mexico, Washington or Wisconsin.
                  o  Changing the owner may have tax consequences. You should
                     consult a tax advisor before changing the owner.
                  o  We are not liable for payments we made before we received
                     the written notice at our administrative office.

 CHOOSING THE     o  The owner designates the beneficiary (the person to receive
 BENEFICIARY         the death benefit when the insured dies) in the
                     application.
                  o  If the owner designates more than one beneficiary, then
                     each beneficiary shares equally in any death benefit
                     proceeds unless the beneficiary designation states
                     otherwise.
                  o  If the beneficiary dies before the insured, then any
                     contingent beneficiary becomes the beneficiary.
                  o  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.

 CHANGING THE     o  The owner changes the beneficiary by providing written
 BENEFICIARY         notice to us at our administrative office.
                  o  Change is effective as of the date the owner signs the
                     written notice.
                  o  Signature of the owner's spouse is required if the owner is
                     a resident of Arizona, California, Idaho, Nevada, New
                     Mexico, Washington or Wisconsin.
                  o  We are not liable for any payments we made before we
                     received the written notice at our administrative office.

                                       26
<PAGE>


 ASSIGNING THE     o  The owner may assign Policy rights while the insured is
 POLICY               alive.
                   o  Signature of the owner's spouse is required if the owner
                      is a resident of Arizona, California, Idaho, Nevada, New
                      Mexico, Washington or Wisconsin.
                   o  The owner retains any ownership rights that are not
                      assigned.
                   o  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.
                   o  Claims under any assignment are subject to proof of
                      interest and the extent of the assignment.
                   o  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).
                   o  Assigning the Policy may have tax consequences. You
                      should consult a tax advisor before assigning the Policy.

CANCELING A POLICY

     You may cancel a Policy for a refund during the "free-look period" by
returning it to our administrative 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 at our administrative office. The amount
of the refund will be:

     o    any monthly deductions or other charges we deducted from amounts you
          allocated to the subaccounts and the fixed account; PLUS

     o    your cash value in the subaccounts and the fixed account on the date
          we (or our agent) receive the returned Policy at our administrative
          office.

     Some states may require us to refund all of the premiums you paid for the
Policy. See Reallocation Account p. 30.


                                       27
<PAGE>

PREMIUMS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 the a minimum no lapse 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 below.

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. Please be sure to notify your agent/registered
representative of record or us of any address changes so that we are able to
keep your current address on record.

     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 when due (and your no lapse period has 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. 52.

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 sum of the monthly minimum no
lapse premiums in effect each month from the Policy date, up to and including
the current month. If you take a withdrawal, or take out a loan, or if you
decrease your specified amount, you may 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


                                       28
<PAGE>

insured, and the specified amount requested. We will adjust the minimum no
lapse premium if you change death benefit options, decrease the specified
amount, or add or increase 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 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 sum of the monthly minimum no lapse premium in effect each
month from the Policy date up to and including the current month.

     See Minimum No Lapse Premium above.

PREMIUM LIMITATIONS

     Premium payments must be at least $50 if paid monthly and $600 if paid
annually ($1,000 if by wire). 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 premium payments by wire transfer, please
instruct your bank to wire federal funds as follows:

                     All First Bank of Baltimore
                     ABA #: 052000113
                     For credit to: Transamerica Occidental Life Insurance
                     Company
                     Account #: 895-7317-1
                     Owner's Name:
                     Contract Number:
                     Attention: Life Accounting


                                       29
<PAGE>

     TAX-FREE EXCHANGES ("1035 Exchanges"). We will accept your initial premium
money from one or more contracts insuring the same insured 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 12
active subaccounts at any one time. (The fixed account may not be available to
residents of all states.) You must follow these guidelines:

     o    allocation percentages must be in whole numbers;
     o    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;
     o    if you select asset rebalancing, the cash value of your Policy must be
          at least $5,000; and
     o    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.

     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 regular business session 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. 31. 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


                                       30
<PAGE>

date to the reallocation account as shown on your Policy schedule page. While
held in the fixed account, premium(s) will be credited with interest at the
current fixed account rate. 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. On the Policy date, we will
allocate your initial premium, minus monthly deductions, on the Policy date to
the fixed account and the subaccounts in accordance with the instructions you
gave us on your application.

POLICY VALUES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 CASH VALUE     o  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).
                o  serves as the starting point for calculating values under a
                   Policy.
                o  equals the sum of all values in each subaccount and the
                   fixed account.
                o  is determined on the Policy date and on each valuation
                   date.
                o  has no guaranteed minimum amount and may be more or
                   less than premiums paid.
                o  includes any amounts held in our fixed account to secure
                   the Policy loan, if there is a Policy loan outstanding.

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 at our administrative office.


                                       31
<PAGE>


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


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

     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, on which
the premium payment, transfer request or cash withdrawal request is received at
the administrative office.

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 may increase or decrease from one
valuation period to the next.


                                       32
<PAGE>


 THE UNIT VALUE        o  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 by the
 THE END OF A             portfolio's net asset value per share determined at
 VALUATION                the end of the valuation period; MINUS
 PERIOD                o  a deduction for the daily mortality and expense risk
 IS CALCULATED AS:        charge; MINUS
                       o  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
                       o  the number of outstanding units in the subaccount.

     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.

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

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

TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

GENERAL

     You or your agent/registered representative of record may make transfers
among a total of 12 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 at our
administrative office. The following features apply to transfers under the
Policy:

                                       33
<PAGE>

     /checkmark/  You may make an unlimited number of "non-substantive"
                  transfers in a Policy year among the subaccounts, although we
                  will limit "substantive" transfers, as discussed below.
     /checkmark/  We may, at any time, discontinue transfer privileges, modify
                  our procedures, or limit the number of tranfers we permit.
     /checkmark/  You may make one transfer from the fixed account per Policy
                  year (unless you choose dollar cost averaging from the fixed
                  account).
     /checkmark/  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.
     /checkmark/  You may request transfers in writing (in a form we accept), by
                  fax or by telephone.
     /checkmark/  There is no minimum amount that must be transferred.
     /checkmark/  There is no minimum amount that must remain in a subaccount
                  after a transfer.
     /checkmark/  We deduct a $10 charge from the amount transferred for the
                  13th and each additional transfer in a Policy year.
     /checkmark/  We consider all transfers made in any one day to be a single
                  transfer.
     /checkmark/  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.
     /checkmark/  Transfers under dollar cost averaging and asset rebalancing
                  are 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
727-299-1648.

     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.


                                       34
<PAGE>

     ->   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 at our administrative
          office 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 WILL NOT BE RESPONSIBLE FOR SAME-DAY PROCESSING OF TRANSFERS IF YOU
          FAX YOUR REQUEST TO A NUMBER OTHER THAN 727-299-1648.
     ->   We may discontinue this option at any time.

     We will process any transfer request we receive at our administrative
office 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.

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


                                       35
<PAGE>

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 at our administrative office, provided
that we receive the form by the 25th day of the month.

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

     You may request dollar cost averaging at any time. There is no charge for
dollar cost averaging. However, each transfer under dollar cost averaging
counts towards your 12 free transfers each year.

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

     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 12 active subaccounts.
Cash value allocated to each subaccount will grow or decline in value at
different rates. The asset rebalancing program automatically reallocates the
cash value in the subaccounts at the end of each period to match 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.


                                       36
<PAGE>

     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.


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

     There is no charge for the asset rebalancing program. However, each
reallocation we make under the program counts towards your 12 free transfers
each year.

 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
                           service provided by a third party.

     You may start and stop participation 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 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.


                                       37
<PAGE>

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     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.

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

 COSTS AND EXPENSES            o  costs associated with processing and
 WE INCUR:                        underwriting applications;
                               o  expenses of issuing and administering the
                                  Policy (including any Policy riders);
                               o  overhead and other expenses for providing
                                  services and benefits, sales commissions and
                                  marketing expenses; and
                               o  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.

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

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.


                                       38
<PAGE>


 THE MONTHLY DEDUCTION     o  the monthly Policy charge; PLUS
 IS EQUAL TO:              o  the monthly cost of insurance charge for the
                              Policy; PLUS
                           o  the monthly charge for any benefits provided by
                              riders attached to the Policy; PLUS
                           o  the pro rata decrease charge (see p. 43) incurred
                              as a result of a decrease in the specified amount.

                              MONTHLY POLICY CHARGE:

                              o  This charge equals $5.00 each Policy month.
                              o  We will not increase this charge.
                              o  We may waive this charge at issue on additional
                                 policies (not on the original Policy) purchased
                                 naming the same owner and insured.
                              o  This charge compensates us for administrative
                                 expenses such as recordkeeping, processing
                                 death benefit claims and Policy changes, and
                                 overhead costs.

                              COST OF INSURANCE CHARGE:
                              o  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 rate for the
                                    Policy.

                              OPTIONAL INSURANCE RIDERS:
                              o  The monthly deduction will include charges for
                                 any optional insurance benefits you add to your
                                 Policy by rider (see Supplemental Benefits
                                 (Riders) p. 61).

     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.)



                                       39
<PAGE>

Mortality Tables and the insured's attained age, gender and rate class. For
standard rate 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. 23.

     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 RISK CHARGE

     We deduct a daily charge from your cash value in each subaccount to
compensate us for certain mortality and expense risks we assume. This charge is
equal to:

     o    your Policy's cash value in each subaccount MULTIPLIED BY
     o    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. The formula we use reduces 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:

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

                                       40
<PAGE>


 THE SURRENDER CHARGE IS     o  the ISSUE CHARGE plus the SURRENDER CHARGE BASE;
 EQUAL TO:                      multiplied by
                             o  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:

     o    the total premiums paid up to the surrender charge base premium shown
          in your Policy; PLUS
     o    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

     *   The factor on any date other than a Policy anniversary will be
         determined proportionately using the factor at the end of the Policy
         year prior to surrender and the factor at the end of the Policy year
         of surrender.

     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


                                       41
<PAGE>

in a reduced surrender charge. If you surrender your Policy after the 15th
Policy year, there 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.

o    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
                                                                   =========

o    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.


                                       42
<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:

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

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

 THE PRO RATA DECREASE     o  the specified amount decrease that you request;
 CHARGE IS EQUAL TO:          DIVIDED BY
                           o  the full specified amount on the Policy date;
                              MULTIPLIED BY
                           o  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:

     o    a change in the death benefit option; or
     o    a cash 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

     We currently allow you to make 12 transfers each year free from charge. We
charge $10 for each additional transfer. 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. We deduct the
transfer charge from the amount being transferred. 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. Transfers under dollar cost
averaging and asset rebalancing are transfers for purposes of this charge. We
will not increase this charge.

CHANGE IN PREMIUM ALLOCATION CHARGE

     We currently do not charge you if you change your 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.


                                       43
<PAGE>

CASH WITHDRAWAL CHARGE

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

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. Some portfolios also deduct 12b-1 fees from
portfolio assets. These fees and expenses currently range from 0.44% to 1.20%.
See the Portfolio Annual Expense Table in this prospectus, and the fund
prospectuses.

     Our affiliate, AFSG, the principal underwriter for the Policies, will
receive the 12b-1 fees deducted from portfolio assets for providing shareholder
support services to the portfolios. We and our affiliates, including the
principal underwriter for the Policies, may receive compensation from the
investment advisers, administrators, and/or distributors (and an affiliate
thereof) of the portfolios in connection with administrators or other services
and cost savings experienced by the investment advisers, administrators or
distributors. It is anticipated that such compensation will be based on assets
of the particular portfolios attributable to the Policy and may be significant.
Some advisers, administrators, distributors or portfolios may pay us (and our
affiliates) more than others.

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

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. 48.


                                       44
<PAGE>


 DEATH BENEFIT       o  the death benefit (described below); MINUS
 PROCEEDS EQUAL:     o  any past due monthly deductions if the insured dies
                        during the grace period; PLUS
                     o  any additional insurance in force provided by rider;
                        MINUS
                     o  any single-sum benefits paid under the living benefit
                        rider; MINUS
                     o  any outstanding Policy loans; MINUS
                     o  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 p. 57 and Misstatement of Age or Gender p. 58.

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           o  the current specified amount; OR
 OPTION A EQUALS THE     o  a specified percentage, called the "limitation
 GREATER OF:                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.

     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
attained age of the insured at the beginning of each Policy year. The following
table indicates the limitation percentages for different ages:


                                       45
<PAGE>


   ATTAINED 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          o  the current specified amount; PLUS
 OPTION B EQUALS THE       ->  the cash value on the insured's date of death; OR
 GREATER OF:            o  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.

     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


                                       46
<PAGE>

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.

     o    You must make your request in writing.
     o    The effective date of the change will be the Monthiversary on or
          following the date when we receive your request for a change at our
          administrative office.
     o    You may not make a change that would decrease the specified amount
          below the minimum specified amount stated in your Policy.
     o    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 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.


                                       47
<PAGE>


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

NO INCREASE IN THE SPECIFIED AMOUNT

     We do not allow increases in the specified amount. If you want additional
insurance, you may purchase a term rider (PIR) or purchase an additional
policy(ies). We may waive the monthly Policy charge at issue on additional
policies naming the same insured and owner.

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. 59 for information concerning these settlement options.

SURRENDERS AND CASH WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 at our administrative office. 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. Signature of the owner's spouse is required if
the owner is a resident of Arizona, California, Idaho, Nevada, New Mexico,
Washington or Wisconsin. You will incur a surrender charge if you surrender the
Policy during the first 15 Policy years. See Charges and Deductions --
Surrender Charge p. 40. Once you


                                       48
<PAGE>

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. 53.

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            o  You must make your cash withdrawal request to us in
 WITHDRAWAL         writing.
 CONDITIONS:     o  Signature of the owner's spouse is required if the owner is
                    a resident of Arizona, California, Idaho, Nevada, New
                    Mexico, Washington or Wisconsin.
                 o  We only allow one cash withdrawal per Policy year.
                 o  We may limit the amount you can withdraw to at least
                    $500, and to no more than 10% of the net surrender value.
                    We currently intend to limit the amount you can withdraw
                    to 25% of the net surrender value after the 10th Policy
                    year.
                 o  You may not take a cash withdrawal if it will reduce the
                    specified amount below the minimum specified amount set
                    forth in the Policy.
                 o  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.
                 o  We generally will pay a cash withdrawal request within
                    seven days following the valuation date we receive the
                    request.
                 o  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.
                 o  We do not assess a surrender charge when you take a cash
                    withdrawal.
                 o  You may not take a cash withdrawal if it would disqualify
                    your Policy as life insurance under the Internal Revenue
                    Code.
                 o  A cash withdrawal may have tax consequences. See
                    Federal Income Tax Considerations p. 53.

                                       49
<PAGE>

     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.

LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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. 53.

 POLICY LOANS ARE       o  we may require you to borrow at least $500;
 SUBJECT TO CERTAIN     o  the maximum amount you may borrow is 90% of the cash
 CONDITIONS:               value, less any surrender charge and any outstanding
                           loan amount; and
                        o  signature of the owner's spouse is required if the
                           owner is a resident of Arizona, California, Idaho,
                           Nevada, New Mexico, Washington or Wisconsin.

     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. 59.

     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 may 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.


                                       50
<PAGE>

     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
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.

     o    We currently credit interest at an effective annual rate of 4.75% on
          amounts you borrow during the first 10 Policy years.
     o    After the 10th Policy year, you may borrow at preferred loan rates an
          amount 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)). We currently
          credit interest at a 5.5% preferred loan rate. THIS RATE IS NOT
          GUARANTEED.

EFFECT OF POLICY LOANS

     A Policy loan reduces the death benefit proceeds and net surrender value
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.


                                       51
<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. 53.

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

LAPSE

     Your Policy may not necessarily lapse (terminate without value) 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 if the net surrender value on any
Monthiversary is less than the monthly deductions due on that day. Such lapse
might occur if investment experience is unfavorable or loans and cash
withdrawals cause a decrease in the net surrender value, or you have not paid
sufficient premiums (as described below) 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 you keep the no lapse period 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.


                                       52
<PAGE>


 EARLY TERMINATION OF THE     o  The no lapse period will end immediately if you
 NO LAPSE PERIOD                 do not pay sufficient minimum no lapse
                                 premiums.
                              o  You must pay total premiums (minus withdrawals,
                                 outstanding loans, and any pro rata decrease
                                 charge) that equal at least the sum of the
                                 monthly minimum no lapse premium in effect each
                                 month from the Policy date up to
                                 and 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, 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 change death benefit options, decrease the specified
amount, or add or increase a rider, we will adjust the minimum no lapse
premium. See Minimum No Lapse Premium p. 28 for a discussion of how the minimum
no lapse premium is calculated and can change.

REINSTATEMENT

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

     o    submit a written application for reinstatement;
     o    provide evidence of insurability satisfactory to us;
     o    make a minimum premium payment sufficient to provide a premium that is
          large enough to cover:
          ->   three monthly deductions; and
          ->   any surrender charge calculated from the Policy date to the date
               of reinstatement. (Although we do not currently assess the
               surrender charge upon reinstatement, we reserve the right to do
               so in the future.)

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

     The following summarizes some of the basic 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.


                                       53
<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, we believe that a
Policy issued on the basis of a standard rate class should generally satisfy
the applicable Code requirements. Because of the absence of pertinent
interpretations of the Code requirements, there is, however, less certainty
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 a Policy (e.g., by
assignment), the tax consequences depend on whether the Policy is classified as
a "Modified Endowment Contract" ("MEC").

     MODIFIED ENDOWMENT CONTRACTS. Under the Code, certain life insurance
policies are classified as MECs and receive less favorable tax treatment than
other life insurance policies.

                                       54
<PAGE>

The rules are too complex to summarize here, but generally depend on the amount
of premiums paid during the first seven Policy years. Certain changes in the
Policy after it is issued could also cause the Policy to be classified as a
MEC. Due to the Policy's flexibility, each Policy's circumstances will
determine whether the Policy is classified as 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 or 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 (OTHER THAN DEATH BENEFITS) FROM MODIFIED ENDOWMENT
CONTRACTS. Policies classified as MECs are subject to the following tax rules:

     o    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.

     o    Loans taken from or secured by (e.g., by assignment) such a Policy are
          treated as distributions and taxed accordingly.

     o    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 591/2 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 the beneficiary.

     o    If a Policy becomes a MEC, distributions that occur during the Policy
          year will be taxed as distributions from a MEC. In addition,
          distributions from a Policy within two years before it becomes a MEC
          will be taxed in this manner. This means that a distribution from a
          Policy that is not a MEC at the time when the distribution is made
          could later become taxable as a distribution from a MEC.

     DISTRIBUTIONS (OTHER THAN DEATH BENEFITS) FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS. Distributions other than death benefits 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


                                       55
<PAGE>

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, there is some uncertainty as to the tax treatment of a loan at
preferred loan rates under a Policy that is not a MEC and you should consult a
tax advisor on this point.

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

     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.

     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.

     POLICY LOANS. If a loan from a Policy is outstanding when the Policy is
canceled or lapses, then the amount of the outstanding indebtedness will be
taxed as if it were a distribution.

     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, however, 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 legal developments and their effect on the Policy.


                                       56
<PAGE>

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 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 not be taxable. However,
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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


                                       57
<PAGE>

the Policy will terminate and our liability is limited to an amount equal to
the total premiums paid, less any outstanding loans, and less any cash
withdrawals. We will pay this amount to the beneficiary in one sum.

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.

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. If requested, 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.


                                       58
<PAGE>

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 at our
administrative office. However, we can postpone such payments if:

     o    the NYSE is closed, other than customary weekend and holiday closing,
          or trading on the NYSE is restricted as determined by the SEC; OR
     o    the SEC permits, by an order, the postponement for the protection of
          policyowners; OR
     o    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, death
benefit proceeds or surrenders from the fixed account for up to six months.

SETTLEMENT OPTIONS

     If you surrender the Policy, 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 or the insured's date of death.

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

     o    the amount of the surrender or death benefit proceeds on the surrender
          date or insured's date of death;
     o    the interest rate we credit on those amounts (we guarantee a minimum
          annual interest rate of 3.0%);
     o    the mortality tables we use; and
     o    the specific payment option(s) you choose.

                                       59
<PAGE>


 OPTION 1 - EQUAL         o  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.
                          o  We will stop making payments once we have made all
                             the payments for the period selected.

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

 OPTION 3 - EQUAL              o  We will make equal monthly payments during the
 MONTHLY INSTALLMENTS FOR         joint lifetime of two persons, first to a
 THE LIFE OF THE PAYEE AND        chosen payee, and then to a co-payee, if
 THEN TO A DESIGNATED             living, upon the death of the payee.
 SURVIVOR (JOINT AND           o  Payments to the co-payee, if living, upon the
 SURVIVOR)                        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.

                                       60
<PAGE>

POLICY TERMINATION

     Your Policy will terminate on the earliest of:

  o     the maturity date;             o     the end of the grace period; or
  o     the date the insured dies;     o     the date the Policy is surrendered.

SUPPLEMENTAL BENEFITS (RIDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     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. These riders may not be available in all states.

CHILDREN'S INSURANCE RIDER

     This rider provides a face amount on the primary insured's children. Our
current minimum face amount for this rider for issue ages 0-18 is $5,000. The
maximum face amount is $25,000. At the age of 25 or upon the death of the
primary insured, whichever happens first, this rider may be converted to a new
policy with a maximum face amount of up to five times the face amount of the
rider. 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

     Our current minimum face amount for this rider for issue ages 15-59 is
$10,000. The maximum face amount available for this rider is $150,000 (up to
150% of specified amount).

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

     o  the death is caused by external, violent, and accidental means;
     o  the death occurs within 90 days of the accident; and
     o  the death occurs while the rider is in force.

The rider will terminate on the earliest of:

     o  the Policy anniversary nearest the primary insured's 70th birthday;
     o  the date the Policy terminates; or
     o  the Monthiversary when the rider terminates at your request.

OTHER INSURED RIDER

     This rider insures the spouse or life partner and/or dependent children of
the primary insured. We will pay the rider's face amount when we receive proof
of the other insured's


                                       61
<PAGE>

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).


 CONDITIONS TO     o  your request must be in writing;
 REPLACE THE       o  the rider has not reached the anniversary nearest to the
 RIDER:               other insured's 70th birthday;
                   o  the new policy is any permanent insurance policy that we
                      currently offer for conversion;
                   o  subject to the minimum face 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
                      as long as it meets the minimum specified amount
                      requirements of the original Policy; and
                   o  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. This rider may be purchased if your issue
age is 15-55 years of age. We must receive proof that:

     o  you are totally disabled;

     o  the rider was in force when you became disabled;

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

     o  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. This rider may be purchased if
your issue age is 15-55 years of age. The minimum income amount for this rider
is $10. The maximum income amount is the lesser of 0.2% of your specified
amount or $300 per month.

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.


                                       62
<PAGE>


 FEATURES OF     o  the rider increases the Policy's death benefit by the
 PIR AND PIR        rider's face amount;
 PLUS:           o  the PIR may be purchased from isssue ages 0-85;
                 o  the PIR Plus may be purchased from issue ages 0-85;
                 o  the PIR terminates when the insured turns 95, and the PIR
                    Plus terminates when the insured turns 90;
                 o  the minimum purchase amount for the PIR and PIR Plus is
                    $50,000. There is no maximum purchase amount;
                 o  we do not assess any additional surrender charge for PIR
                    and PIR Plus;
                 o  generally PIR and PIR Plus coverage costs less than the
                    insurance coverage under the Policy, but has no cash value;
                 o  you may cancel or reduce your rider coverage without
                    decreasing your Policy's specified amount; and
                 o  you may generally decrease your Policy's specified amount
                    without reducing your rider coverage.

     It may cost you less to reduce your PIR or PIR Plus coverage than to
decrease your Policy's specified amount, because we do not deduct a surrender
charge in connection with your PIR or PIR Plus. 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:

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

     o  the death benefit available under the Policy at the insured's death;
        PLUS

                                       63
<PAGE>

     o  the benefit available under any PIR or PIR Plus in force.
     o  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.

     The rider terminates at the earliest of:

     o  the date the Policy terminates;
     o  the date a settlement option takes effect;
     o  the date we pay a single-sum benefit; or
     o  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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 total 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.


                                       64
<PAGE>

     We also show below comparable figures for the unmanaged Standard & Poor's
Index of 500 Common Stocks ("S&P 500"), a widely used measure of stock market
performance. The S&P 500 does not reflect any deduction for the expenses of
operating and managing an investment portfolio.

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

<TABLE>
<CAPTION>
                                                                                                               INCEPTION
PORTFOLIO                                          INCEPTION    10 YEARS    5 YEARS    3 YEARS     1 YEAR         DATE
- ---------                                          ---------    --------    -------    -------     ------      ---------
<S>                                              <C>           <C>        <C>        <C>        <C>          <C>
WRL J.P. Morgan Money Market* ..................       5.00%       4.67%      5.11%     5.04%        4.63%    10/02/1986
WRL AEGON Bond .................................       7.03%       7.33%      7.36%     5.02%       (2.94)%   10/02/1986
WRL Janus Global ...............................      27.91%      N/A        32.94%    38.24%       71.10%    12/03/1992
WRL Janus Growth ...............................      23.47%      23.62%     39.89%    45.60%       59.67%    10/02/1986
WRL LKCM Strategic Total Return ................      13.82%      N/A        16.50%    14.40%       12.07%    03/01/1993
WRL VKAM Emerging Growth .......................      32.64%      N/A        42.96%    50.69%      105.16%    03/01/1993
WRL Alger Aggressive Growth ....................      30.35%      N/A        36.62%    46.16%       69.02%    03/01/1994
WRL AEGON Balanced .............................       8.53%      N/A        11.34%     8.86%        3.03%    03/01/1994
WRL Federated Growth & Income ..................       8.82%      N/A        11.41%     7.07%       (4.45)%   03/01/1994
WRL Dean Asset Allocation ......................      10.38%      N/A        N/A        6.02%       (5.64)%   01/03/1995
WRL C.A.S.E. Growth ............................      18.80%      N/A        N/A       16.41%       33.84%    05/01/1995
WRL NWQ Value Equity ...........................      10.76%      N/A        N/A        8.73%        7.95%    05/01/1996
WRL GE International Equity ....................      14.90%      N/A        N/A        N/A         24.95%    01/02/1997
WRL GE U.S. Equity .............................      22.76%      N/A        N/A        N/A         18.41%    01/02/1997
WRL Third Avenue Value .........................       3.84%      N/A        N/A        N/A         15.72%    01/02/1998
WRL J.P. Morgan Real Estate Securities .........     (11.31)%     N/A        N/A        N/A         (3.77)%   05/01/1998
WRL Goldman Sachs Growth .......................      17.50%      N/A        N/A        N/A         N/A       05/03/1999
WRL Goldman Sachs Small Cap ....................      17.82%      N/A        N/A        N/A         N/A       05/03/1999
WRL T. Rowe Price Dividend Growth ..............      (7.40)%     N/A        N/A        N/A         N/A       05/03/1999
WRL T. Rowe Price Small Cap ....................      38.49%      N/A        N/A        N/A         N/A       05/03/1999
WRL Salomon All Cap ............................      15.57%      N/A        N/A        N/A         N/A       05/03/1999
WRL Pilgrim Baxter Mid Cap Growth ..............      78.00%      N/A        N/A        N/A         N/A       05/03/1999
WRL Dreyfus Mid Cap ............................       7.20%      N/A        N/A        N/A         N/A       05/03/1999
Transamerica VIF Growth Portfolio** ............     N/A          26.81%     41.50%     ***         37.79%    02/26/1969
S&P 500 ........................................      18.11%      18.20%     28.54%    27.56%       21.04%    10/02/1986
</TABLE>

 * Yield more closely reflects the current earnings than its total return.

 ** 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.

*** Information not available.

     The annualized yield for the WRL J.P. Morgan Money Market portfolio for
the seven days ended December 31, 1999 was 5.15%.

     Because the WRL Value Line Aggressive Growth, WRL Great Companies --
America(SM) and WRL Great Companies -- Technology(SM) portfolios and the
Fidelity VIP Equity-Income Portfolio -- Service Class 2, Fidelity VIP II
Contrafund/registered trademark/ Portfolio -- Service Class 2 and Fidelity VIP
III Growth Opportunities Portfolio -- Service Class 2 and had not commenced
operations as of December 31, 1999, the above chart does not reflect rates of
return for these portfolios.


                                       65
<PAGE>

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

HYPOTHETICAL ILLUSTRATIONS BASED ON ADJUSTED HISTORICAL 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 by resolution of the
Board of Directors of Transamerica 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 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 POLICY HAD BEEN IN EXISTENCE AND
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.


                                       66
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
J.P. Morgan Money Market portfolio would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1987. This example assumes
that premiums and cash values were invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                         WRL J.P. MORGAN MONEY MARKET
                   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

<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ------------------------------------------   ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................     4,858         4,858          690           690
1989 .....................................     9,999         9,908        5,391         5,300
1990 .....................................    15,712        15,500       10,664        10,452
1991 .....................................    21,612        21,238       16,124        15,750
1992 .....................................    27,339        26,793       21,410        20,865
1993 .....................................    32,548        31,830       26,180        25,462
1994 .....................................    37,594        36,691       30,786        29,883
1995 .....................................    43,076        41,962       35,828        34,714
1996 .....................................    49,502        48,192       41,813        40,504
1997 .....................................    55,920        54,426       47,792        46,298
1998 .....................................    62,590        60,947       55,736        54,092
1999 .....................................    69,476        67,663       64,072        62,258
2000 .....................................    76,119        74,119       72,340        70,340
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       67
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
AEGON Bond portfolio would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1987. This example assumes that the
premium and cash values were invested under the Policy in the portfolio for the
entire period and that the values were determined on each Policy anniversary
thereafter.

                                WRL AEGON BOND
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1988 .....................................     4,346         4,346          178           178
1989 .....................................     9,644         9,552        5,035         4,944
1990 .....................................    16,287        16,064       11,239        11,016
1991 .....................................    22,036        21,653       16,547        16,165
1992 .....................................    31,431        30,815       25,503        24,887
1993 .....................................    38,094        37,279       31,726        30,911
1994 .....................................    47,904        46,807       41,096        39,999
1995 .....................................    48,227        47,041       40,979        39,793
1996 .....................................    64,163        62,561       56,475        54,873
1997 .....................................    67,880        66,164       59,751        58,036
1998 .....................................    77,932        75,990       71,077        69,136
1999 .....................................    88,869        86,668       83,464        81,263
2000 .....................................    89,273        87,044       85,494        83,264
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


                                       68
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
Janus Growth portfolio would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1987. This example assumes that the
premiums and cash values were invested under the Policy in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.
                               WRL JANUS 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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
 1988 ....................................      5,176         5,176        1,008        1,008
 1989 ....................................     11,637        11,541        7,029        6,933
 1990 ....................................     23,923        23,647       18,875       18,599
 1991 ....................................     28,240        27,826       22,752       22,338
 1992 ....................................     52,271        51,425       46,343       45,496
 1993 ....................................     57,670        56,658       51,302       50,290
 1994 ....................................     64,095        62,886       57,286       56,077
 1995 ....................................     62,252        60,986       55,004       53,738
 1996 ....................................     97,389        95,378       89,701       87,690
 1997 ....................................    119,030       116,553      110,902      108,424
 1998 ....................................    143,739       140,771      136,884      133,917
 1999 ....................................    241,766       236,825      236,361      231,420
 2000 ....................................    389,723       381,828      385,944      378,048
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


The following example shows how the adjusted hypothetical net return of the WRL
Janus Global portfolio would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1993. This example assumes that the
premiums and cash values invested under the Policy were in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.

                               WRL JANUS GLOBAL
                   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

<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1994 .....................................      6,392         6,392        2,224        2,224
1995 .....................................     10,983        10,896        6,375        6,288
1996 .....................................     19,149        18,918       14,101       13,870
1997 .....................................     30,221        29,768       24,733       24,280
1998 .....................................     41,054        40,358       35,126       34,430
1999 .....................................     58,909        57,835       52,541       51,467
2000 .....................................    107,949       105,914      101,140       99,106
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       69
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
LKCM Strategic Total Return portfolio would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1994. This example assumes
that premiums and cash values were invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                        WRL LKCM STRATEGIC TOTAL RETURN
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1995 .....................................     4,603         4,603          434           434
1996 .....................................    11,542        11,443        6,933         6,835
1997 .....................................    18,505        18,273       13,457        13,225
1998 .....................................    28,028        27,590       22,539        22,101
1999 .....................................    35,481        34,848       29,553        28,920
2000 .....................................    44,508        43,639       38,139        37,271
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


The following example shows how the adjusted hypothetical net return of the WRL
VKAM Emerging Growth portfolio would have affected benefits for a Policy dated
on the last valuation date prior to January 1, 1994. This example assumes that
the premiums and cash values were invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                           WRL VKAM EMERGING 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

<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1995 .....................................      4,261         4,261           93           93
1996 .....................................     13,170        13,062        8,562        8,454
1997 .....................................     21,065        20,816       16,017       15,768
1998 .....................................     31,022        30,566       25,534       25,078
1999 .....................................     48,644        47,848       42,716       41,920
2000 .....................................    108,745       106,907      102,377      100,538
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       70
<PAGE>

The following example shows how the adjusted 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 invested under the Policy 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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................     6,543         6,543        2,374         2,374
1997 .....................................    12,306        12,214        7,698         7,606
1998 .....................................    20,970        20,733       15,922        15,684
1999 .....................................    37,942        37,417       32,454        31,929
2000 .....................................    71,603        70,531       65,674        64,603
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.



The following example shows how the adjusted hypothetical net return of the WRL
AEGON Balanced 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 invested under the Policy in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.

                              WRL AEGON BALANCED
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................     5,624         5,624        1,455         1,455
1997 .....................................    11,326        11,234        6,718         6,626
1998 .....................................    18,600        18,373       13,552        13,325
1999 .....................................    24,645        24,256       19,157        18,768
2000 .....................................    29,854        29,305       23,926        23,377
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


                                       71
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
Federated Growth & Income 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 invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                         WRL FEDERATED GROWTH & INCOME
                   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



<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................     5,898         5,898        1,730         1,730
1997 .....................................    11,729        11,636        7,121         7,028
1998 .....................................    20,325        20,086       15,277        15,038
1999 .....................................    25,499        25,110       20,010        19,622
2000 .....................................    28,466        27,951       22,537        22,023
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


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


                           WRL DEAN ASSET ALLOCATION
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1996 .....................................     5,638         5,638        1,470         1,470
1997 .....................................    11,736        11,641        7,127         7,033
1998 .....................................    18,990        18,762       13,942        13,714
1999 .....................................    25,393        24,999       19,905        19,511
2000 .....................................    28,007        27,493       22,078        21,564
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


                                       72
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
C.A.S.E. Growth portfolio would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1996. This example assumes that
premiums and cash values were invested under the Policy in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.


                              WRL C.A.S.E. 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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1997 .....................................     5,508         5,508        1,340         1,340
1998 .....................................    11,651        11,556        7,043         6,948
1999 .....................................    16,554        16,346       11,506        11,298
2000 .....................................    28,240        27,797       22,752        22,309
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


The following example shows how the adjusted hypothetical net return of the WRL
NWQ Value Equity portfolio would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1997. This example assumes that
premiums and cash values were invested under the Policy in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.


                             WRL NWQ VALUE EQUITY
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................     5,887         5,887        1,719         1,719
1999 .....................................     9,935         9,850        5,327         5,242
2000 .....................................    15,623        15,416       10,575        10,368
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
  previous Policy years.

                                       73
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
GE International Equity portfolio would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1997. This example assumes
that premiums and cash values were invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                          WRL GE INTERNATIONAL EQUITY
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................     5,005         5,005          837           837
1999 .....................................    10,859        10,766        6,251         6,158
2000 .....................................    19,297        19,057       14,249        14,008
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

The following example shows how the adjusted hypothetical net return of the WRL
GE U.S. Equity portfolio would have affected benefits for a Policy dated on the
last valuation date prior to January 1, 1997. This example assumes that the
premiums and cash values were invested under the Policy in the portfolio for
the entire period and that the values were determined on each Policy
anniversary thereafter.

                              WRL GE U.S. EQUITY
                   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



<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1998 .....................................     5,987         5,987        1,819         1,819
1999 .....................................    13,058        12,960        8,449         8,352
2000 .....................................    20,847        20,612       15,799        15,563
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       74
<PAGE>

The following example shows how the adjusted hypothetical net return of the WRL
Third Avenue Value portfolio would have affected benefits for a Policy dated on
the last valuation date prior to January 1, 1998. This example assumes that the
premium and cash values were invested under the Policy in the portfolio for the
entire period and that the values were determined on each Policy anniversary
thereafter.


                            WRL THIRD AVENUE VALUE
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
1999 .....................................     4,287         4,287          119          119
2000 .....................................    10,321        10,226        5,713        5,618
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


The following example shows how the adjusted hypothetical net return of the WRL
J.P. Morgan Real Estate Securities portfolio would have affected benefits for a
Policy dated on the last valuation date prior to January 1, 1999. This example
assumes that the premium and cash values were invested under the Policy in the
portfolio for the entire period and that the values were determined on each
Policy anniversary thereafter.

                    WRL J.P. MORGAN REAL ESTATE SECURITIES
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                          <C>         <C>            <C>         <C>
2000 .....................................     4,440          4,440         272            272
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.


                                       75
<PAGE>

The following example shows how the adjusted hypothetical net return of the
Transamerica VIF Growth Portfolio would have affected benefits for a Policy
dated on the last valuation date prior to January 1, 1989. This example assumes
that premiums and cash values were invested under the Policy in the portfolio
for the entire period and that the values were determined on each Policy
anniversary thereafter.


                       TRANSAMERICA VIF GROWTH PORTFOLIO*
                   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


<TABLE>
<CAPTION>
                                                    CASH VALUE            NET SURRENDER VALUE
                                             ------------------------   -----------------------
LAST VALUATION DATE PRIOR TO JANUARY 1*:      CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------------     ---------   ------------   ---------   -----------
<S>                                           <C>         <C>            <C>         <C>
1990 ......................................      6,317         6,317        2,149        2,149
1991 ......................................      9,626         9,544        5,017        4,935
1992 ......................................     20,063        19,815       15,105       14,767
1993 ......................................     27,788        27,358       22,300       21,870
1994 ......................................     39,309        38,622       33,381       32,694
1995 ......................................     46,626        45,735       40,257       39,367
1996 ......................................     77,717        76,161       70,909       69,353
1997 ......................................    103,920       101,765       96,672       94,517
1998 ......................................    157,620       154,341      149,932      146,653
1999 ......................................    230,494       225,719      222,366      217,591
2000 ......................................    321,023       314,460      314,168      307,605
</TABLE>

 * 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.


** For each year shown, benefits and values reflect only premiums paid during
 previous Policy years.


     Because the WRL Goldman Sachs Small Cap, WRL Goldman Sachs Growth, 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 portfolios did not
commence operations until May 3, 1999, because the Fidelity VIP Equity-Income
Portfolio - Service Class 2, Fidelity VIP II Contrafund/registered trademark/
Portfolio - Service Class 2 and Fidelity VIP III Growth Opportunities Portfolio
- - Service Class 2 did not commence operations until January 12, 2000 and
because the WRL Value Line Aggressive Growth, WRL Great Companies -- America(SM)
and WRL Great Companies -- Technology(SM) portfolios did not commence operations
until May 1, 2000, there are no hypothetical illustrations for these
portfolios.


OTHER PERFORMANCE DATA IN ADVERTISING SALES LITERATURE

   We may compare each subaccount's performance to the performance of:

   o  other variable life issuers in general;
   o  variable life insurance policies which invest in mutual funds with
             similar investment objectives and policies, as reported by Lipper
             Analytical Services, Inc. ("Lipper") and Morningstar, Inc.
             ("Morningstar"); and other services, companies, individuals, or
             industry or financial publications (E.G., FORBES,


                                       76
<PAGE>

          MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S, KIPLINGER'S
          PERSONAL FINANCE, and FORTUNE);
      ->  Lipper and Morningstar rank variable annuity contracts and variable
          life policies. Their performance analysis ranks such policies and
          contracts on the basis of total return, and assumes reinvestment of
          distributions; but it does not show sales charges, redemption fees or
          certain expense deductions at the separate account level.
   o  the Standard & Poor's Index of 500 Common Stocks, or other widely
      recognized indices;
      ->  unmanaged indices may assume the reinvestment of dividends, but
          usually do not reflect deductions for the expenses of operating or
          managing an investment portfolio; or
   o  other types of investments, such as:
      ->  certificates of deposit;
      ->  savings accounts and U.S. Treasuries;
      ->  certain interest rate and inflation indices (E.G., the Consumer
          Price Index); or
      ->  indices measuring the performance of a defined group of securities
          recognized by investors as representing a particular segment of the
          securities markets (E.G., Donoghue Money Market Institutional Average,
          Lehman Brothers Corporate Bond Index, or Lehman Brothers Government
          Bond Index).

TRANSAMERICA'S PUBLISHED RATINGS

     We may publish in advertisements, sales literature, or reports we send to
you the ratings and other information that an independent ratings organization
assigns to us. These organizations include: A.M. Best Company, Moody's
Investors Service, Inc., Standard & Poor's Insurance Rating Services, and Duff
& Phelps Credit Rating Co. These ratings are opinions regarding an operating
insurance company's financial capacity to meet the obligations of its insurance
policies in accordance with their terms. These ratings do not apply to the
separate account, the subaccounts, the funds or their portfolios, or to their
performance.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SALE OF THE POLICIES

     The Policy will be sold by individuals who are licensed as our life
insurance agents and who are also registered representatives of broker-dealers
having written sales agreements for the Policy with AFSG, the principal
underwriter of the Policy. AFSG is located at 4333 Edgewood Road, N.E., Cedar
Rapids, Iowa 52499. AFSG is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer, and is a member of the National


                                       77
<PAGE>

Association of Securities Dealers, Inc. The sales commission payable to agents
or other registered representatives may vary with the sales agreement, but it
is not expected to be greater than:

   o  65% of all premiums you make during the first Policy year, PLUS
   o  2% of all premiums you make during Policy years 2 through 10.

We will pay an additional sales commission of up to 0.15% of the Policy's cash
value on the fifth Policy anniversary and each anniversary thereafter where the
cash value (minus amounts attributable to loans) equals at least $10,000.
Certain production, persistency and managerial bonuses may also be paid.

     AFSG will receive the 12b-1 fees assessed against the Fidelity VIP Fund
shares held for the Policies as compensation for providing certain shareholder
support services. AFSG will also receive a fee based on the value of shares of
the Fidelity VIP Funds held for the Policies as compensation for providing
certain recordkeeping services.

LEGAL MATTERS

     Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to the federal securities laws. The organization of
Transamerica, its authority to issue the Policy and the validity of the Policy
form have been passed upon by Thomas E. Pierpan, counsel to and Vice President
of Transamerica.

LEGAL PROCEEDINGS

     There is no pending material legal proceeding affecting the separate
account. Transamerica is involved in various kinds of routine litigation which,
in management's judgment, are not of material importance to Transamerica's
financial position, AFSG or the separate account.

VARIATIONS IN POLICY PROVISIONS

     Certain provisions of the Policy may vary from the descriptions in this
prospectus depending on when and where the Policy was issued, in order to
comply with different state laws. These variations may include restrictions on
use of the fixed account and different interest rates charged and credited on
Policy loans. Please refer to your Policy, since any variations will be
included in your Policy or in riders or endorsements attached to your Policy.

EXPERTS

     The consolidated financial statements of Transamerica at December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report appearing in this prospectus. The financial statements audited by
Ernst & Young LLP have been included in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.


                                       78
<PAGE>

     Actuarial matters included in this prospectus have been examined by Alan
Yaeger as stated in the opinion filed as an exhibit to the registration
statement.

FINANCIAL STATEMENTS

     Transamerica's consolidated financial statements appear on the following
pages. Transamerica's financial statements should be distinguished from the
separate account's financial statements and you should consider our financial
statements only as bearing upon Transamerica's ability to meet our obligations
under the Policies.

     Transamerica's consolidated financial statements as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999,
have been prepared on the basis of statutory accounting principles rather than
generally accepted accounting principles.

ADDITIONAL INFORMATION ABOUT TRANSAMERICA

     Transamerica is a stock life insurance company that is wholly-owned by
Transamerica Insurance Corporation of California, which, in turn, is a
subsidiary of Transamerica Corporation, which, in turn, is wholly-owned by
AEGON, N.V. Transamerica's administrative office is located at 570 Carillon
Parkway, St. Petersburg, Florida 33716-1202, and the mailing address is P.O.
Box 5068, Clearwater, Florida 33758-5068. Transamerica's home office is located
at 1150 South Olive Street, Los Angeles, California 90015.

     Transamerica was incorporated in 1906 under the laws of California and is
subject to regulation by the Insurance Department of the State of California,
as well as by the insurance departments of all other states and jurisdictions
in which it does business. Transamerica is licensed to sell insurance in all
states (except New York), Puerto Rico, Guam, District of Columbia, American
Samoa, Virgin Islands, Hong Kong and Taiwan. Transamerica submits annual
statements on its operations and finances to insurance officials in all states
and jurisdictions in which it does business. The Policy described in this
prospectus has been filed with, and where required, approved by, insurance
officials in those jurisdictions in which it is sold.

TRANSAMERICA'S DIRECTORS AND OFFICERS

     We are governed by a board of directors. The following table sets forth
the name, address and principal occupation during the past five years of each
of our directors.

                                       79
<PAGE>

                              BOARD OF DIRECTORS

<TABLE>
<CAPTION>
                                  POSITION WITH              PRINCIPAL OCCUPATION
 NAME AND ADDRESS                 TRANSAMERICA               DURING PAST 5 YEARS
 ----------------                 ------------               -------------------
<S>                               <C>                        <C>
 Patrick S. Baird(1)              Director                   Director (1999 - present); Director (1991 -
                                                             present), Senior Vice President (1998 -
                                                             present) and Chief Operating Officer (1996
                                                             - present) of PFL Life Insurance Company;
                                                             Executive Vice President (1995 - present),
                                                             Chief Operating Officer (1996 - present),
                                                             Chief Financial Officer (1992 - 1995); Vice
                                                             President and Chief Tax Officer (1984 -
                                                             1995) of AEGON USA., Inc.

 Brenda K. Clancy(1)              Director                   Director (1999 - present); Senior Vice
                                                             President, Corporate (1991 - present);
                                                             Treasurer (1996 - present) and Chief
                                                             Financial Officer (1996 - present) of PFL
                                                             Life Insurance Company.

 James W. Dederer, CLU(2)         Director, Executive        Director, Executive Vice President, General
                                  Vice President,            Counsel and Corporate Secretary (1988 -
                                  General Counsel and        present).
                                  Corporate Secretary

 George A. Foegele(3)             Director and               Director and Senior Vice President (1998 -
                                  Senior Vice President      present); and President and Chief Execu-
                                                             tive Officer of Transamerica Life Insurance
                                                             Company of Canada (1993 - present).

 Douglas C. Kolsrud(1)            Director                   Director (1999 - present); Director (1991 -
                                                             present), Senior Vice President and Chief
                                                             Investment Officer (1998 - present),
                                                             Investment Division of PFL Life Insurance
                                                             Company.

 Richard N. Latzer(4)             Director                   Director, Senior Vice President and Chief
                                                             Investment Officer of Transamerica
                                                             Corporation (1989 - present); Director,
                                                             President and Chief Executive Officer of
                                                             Transamerica Investment Services, Inc.
                                                             (1988 - present).

 Karen O. MacDonald(2)            Director, Senior Vice      Director, Senior Vice President and
                                  President and              Corporate Actuary (1995 - present).
                                  Corporate Actuary

 Gary U. Rolle(2)                 Director                   Director, Executive Vice President and
                                                             Chief Investment Officer of Transamerica
                                                             Investment Services, Inc. (1981 - present).

 Paul E. Rutledge III(5)          Director                   Director and President of Reinsurance
                                                             Division (1998 - present); and President of
                                                             Life Insurance Company of Virginia (1991
                                                             - 1997).

 Nooruddin S. Veerjee, FSA(2)     Director and President     President of Insurance Products Division
                                  - Insurance Products       (1997 - present); Director and President of
                                  Division                   Group Pension Division (1993 - present);
                                                             and Senior Vice President (1992 - 1993).
</TABLE>

                                       80
<PAGE>


<TABLE>
<CAPTION>
                                  POSITION WITH              PRINCIPAL OCCUPATION
 NAME AND ADDRESS                 TRANSAMERICA               DURING PAST 5 YEARS
<S>                     <C>              <C>
 Craig D. Vermie(1)               Director                   Director (1999 - present); Director (1995 -
                                                             present), Vice President (1990 - present)
                                                             and General Counsel, Corporate (1996 -
                                                             present) of PFL Life Insurance Company.
</TABLE>

The following table gives the name, address and principal occupation during the
past five years of the principal officers of Transamerica (other than officers
listed above as directors).

                              PRINCIPAL OFFICERS

<TABLE>
<CAPTION>
                                 POSITION WITH                 PRINCIPAL OCCUPATION
 NAME AND ADDRESS                TRANSAMERICA                  DURING PAST 5 YEARS
<S>                              <C>                           <C>
 Nicki Bair(1)                   Senior Vice President         Senior Vice President (1996 - present); Vice
                                                               President (1991 - 1996).

 Roy Chong-Kit(2)                Senior Vice President         Senior Vice President and Actuary (1997 -
                                 and Actuary                   present); Vice President (1995 - 1997); and
                                                               Actuary (1988 - 1997).

 William R. Gernert(1)           Executive Vice President      Executive Vice President, Diversified Financial
                                                               Products Division (1999 - present); Director,
                                                               Chairman and President (1997 - present) of
                                                               Commonwealth General Corporation; and
                                                               Chief Financial Officer (1992 - 1996) of
                                                               Providian Capital Management.

 Daniel E. Jund, FLMI(1)         Senior Vice President         Senior Vice President (1988 - present).

 Larry N. Norman(1)              Executive Vice President      Executive Vice President, Financial Markets
                                                               Division (1999 - present); and Director and
                                                               Executive Vice President (1998 - present) of
                                                               PFL Life Insurance Company.

 Ron F. Wagley, CLU(1)           Senior Vice President and     Senior Vice President and Chief Agency
                                 Chief Agency Officer          Officer (1993 - present); Vice President (1989
                                                               - 1993).

 William R. Wellnitz, FSA(5)     Senior Vice President         Senior Vice President and Actuary (1996 -
                                 and Actuary                   present); and Vice President and Reinsurance
                                                               Actuary (1988 - 1996).

 Sally Yamada(1)                 Vice President and            Vice President and Treasurer (1993 - present).
                                 Treasurer
</TABLE>


                                       81
<PAGE>

Located at:

1 4333 Edgewood Road, N.W., Cedar Rapids, Iowa 52449.

2 1150 South Olive Street, Los Angeles, California 90015.

3 300 Consilium Place, Scarborough, Ontario, Canada M1H3G2.

4 600 Montgomery Street, San Francisco, California 94111.

5 401 North Tryon Street, Charlotte, North Carolina 28202.

     Transamerica holds the assets of the separate account physically
segregated and apart from the general account. Transamerica maintains records
of all purchases and sales of portfolio shares by each of the subaccounts.
Transamerica is insured under a broad manuscript fidelity bond program with
coverage limits of $80,000,000. The lead underwriter is Capital CNA.

ADDITIONAL INFORMATION ABOUT THE SEPARATE ACCOUNT

     Transamerica Occidental Life Separate Account VUL-3, the separate account,
was established by us as a separate account under the laws of the State of
California, pursuant to resolutions adopted by our Board of Directors on June
11, 1996. The separate account is registered with the SEC under the 1940 Act as
a unit investment trust. It meets the definition of a separate account under
the federal securities laws. However, the SEC does not supervise the management
of the investment practices or policies of the separate account.


                                       82
<PAGE>

APPENDIX A
ILLUSTRATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     The following illustrations show how certain values under a sample Policy
would change with different rates of fictional investment performance over an
extended period of time. In particular, the illustrations show how the death
benefit, cash value, and net surrender value under a Policy issued to an
insured of a given age would change over time if the premiums indicated were
paid and the return on the assets in the subaccounts were a uniform gross
annual rate (before any expenses) of 0%, 6% or 12%. The tables illustrate
Policy values that would result based on assumptions that you pay the premiums
indicated, you do not change your specified amount, and you do not take any
cash withdrawals or Policy loans. The values under the Policy will be different
from those shown even if the returns averaged 0%, 6% or 12%, but fluctuated
over and under those averages throughout the years shown.

     We based the illustration on page 85 on a Policy for an insured who is a
35 year old male in the ultimate select, non-tobacco use class, annual premiums
of $5,500, a $500,000 specified amount and death benefit Option A. The
illustration on that page also assumes cost of insurance charges based on our
CURRENT cost of insurance rates.

     The illustration on page 86 is based on the same factors as those on page
  , except that cost of insurance rates are based on the GUARANTEED cost of
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality
Table).

     The amounts we show for the death benefits, cash values and net surrender
values take into account (1) the daily charge for assuming mortality and
expense risks assessed against each subaccount. This charge is equivalent to an
annual charge of 0.90% of the average net assets of the subaccounts during the
first 15 Policy years. (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 following illustrations use 0.30% after the 15th Policy year); (2)
estimated daily expenses equivalent to an effective average annual expense
level of 0.92% of the portfolios' average daily net assets; and (3) all
applicable cash value charges. The 0.92% average portfolio expense level
assumes an equal allocation of amounts among the 30 subaccounts. We used
annualized actual audited expenses incurred during 1999 as shown on the
Portfolio Annual Expense Table on page 14, for the portfolios to calculate the
average annual expense level.

     During 1999, WRL Management undertook to pay normal operating expenses of
certain WRL portfolios that exceeded a certain stated percentage of those
portfolios' average daily net assets. WRL Management has undertaken until at
least April 30, 2001 to pay expenses to the extent normal operating expenses of
certain portfolios of the WRL fund exceed a stated percentage of the
portfolio's average daily net assets. For details on these waivers and
arrangements, see the Portfolio Annual Expense Table on page 14.


                                       83
<PAGE>

     In 1999, Transamerica waived a portion of the advisory fee and was paid
0.70% of the portfolio's average daily net assets. Without such waiver, the
total fund expenses during 1999 for this period would have been 0.90%. This
waiver is voluntary and may be terminated at any time but is expected to
continue through the year 2000. See the Transamerica Variable Fund prospectus
for a description of the expense limitation applicable to this portfolio.

     Without these waivers and reimbursements, total annual expenses for the
portfolios would have been greater, and the illustrations would have assumed
that the assets in the portfolios were subject to an average annual expense
level of 1.51%.

     Taking into account the assumed charges of 1.82%, the gross annual
investment return rates of 0%, 6% and 12% are equivalent to net annual
investment return rates of -1.82%, 4.18% and 10.18% during the first 15 Policy
years and -1.22%, 4.78% and 10.78% thereafter.

     THE HYPOTHETICAL RETURNS SHOWN IN THE TABLES ARE PROVIDED ONLY TO
ILLUSTRATE THE MECHANICS OF A HYPOTHETICAL POLICY AND DO NOT REPRESENT PAST OR
FUTURE INVESTMENT RATES OF RETURNS. Tax charges that may be attributable to the
separate account are not reflected, because we are not currently making such
charges. In order to produce after tax returns of 0%, 6% or 12% if such charges
are made in the future, the separate account would have to earn a sufficient
amount in excess of 0%, 6% or 12% to cover any tax charges.

     The "Premium Accumulated at 5%" column of each table shows the amount
which would accumulate if you invested an amount equal to the premium to earn
interest at 5% per year, compounded annually.

     We will furnish, upon request, a comparable illustration reflecting the
proposed insured's age, gender, risk classification and desired Policy
features.


                                       84
<PAGE>

                TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35

  Specified Amount $500,000               Ultimate Select, Non-Tobacco Use Class
  Annual Premium $5,500                   Death Benefit Option A
                      Using Current Cost of Insurance Rates

<TABLE>
<CAPTION>
END OF               PREMIUMS                                      DEATH BENEFIT
POLICY             ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                  AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                          0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                   -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                    -1.22 (NET) YEARS 16+       4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>               <C>             <C>                         <C>                        <C>
  1                     5,775              500,000                      500,000                    500,000
  2                    11,839              500,000                      500,000                    500,000
  3                    18,206              500,000                      500,000                    500,000
  4                    24,891              500,000                      500,000                    500,000
  5                    31,911              500,000                      500,000                    500,000
  6                    39,281              500,000                      500,000                    500,000
  7                    47,020              500,000                      500,000                    500,000
  8                    55,146              500,000                      500,000                    500,000
  9                    63,678              500,000                      500,000                    500,000
  10                   72,637              500,000                      500,000                    500,000
  15                  124,616              500,000                      500,000                    500,000
  20                  190,956              500,000                      500,000                    500,000
  30 (AGE 65)         383,684              500,000                      500,000                  1,102,332
  40 (AGE 75)         697,619              500,000                      505,823                  2,749,991
  50 (AGE 85)       1,208,985                    *                      855,420                  7,518,670
  60 (AGE 95)       2,041,946                    *                    1,357,112                 19,828,299
</TABLE>


<TABLE>
<CAPTION>
END OF                            CASH VALUE                                   NET SURRENDER VALUE
POLICY                ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                      ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                  0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                 -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                  YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                 -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                   YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>             <C>              <C>             <C>              <C>              <C>             <C>
1                    4,583             4,886            5,190            415               718           1,022
2                    9,070             9,965           10,897          4,462             5,357           6,289
3                   13,453            15,234           17,165          8,405            10,186          12,116
4                   17,740            20,709           24,056         12,252            15,221          18,568
5                   21,900            26,364           31,603         15,972            20,435          25,675
6                   25,930            32,203           39,871         19,562            25,835          33,502
7                   29,826            38,229           48,926         23,018            31,420          42,117
8                   33,589            44,449           58,853         26,341            37,201          51,605
9                   37,156            50,806           69,680         29,467            43,118          61,992
10                  40,557            57,338           81,532         32,429            49,209          73,404
15                  54,936            92,693          160,312         54,936            92,693         160,312
20                  66,883           137,267          295,502         66,883           137,267         295,502
30 (AGE 65)         83,871           265,524          903,551         83,871           265,524         903,551
40 (AGE 75)         73,807           472,732        2,570,085         73,807           472,732       2,570,085
50 (AGE 85)              *           814,685        7,160,638              *           814,685       7,160,638
60 (AGE 95)              *         1,343,675       19,631,979              *         1,343,675      19,631,979
</TABLE>

* In the absence of an additional payment, the Policy would lapse.


The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future rates of return. Actual investment rates of return may be more
or less than those shown and will depend on a number of factors, including the
investment allocations by an owner and the different investment rates of return
for the funds. The death benefit, cash value and net surrender value for a
Policy would be different from those shown if the actual investment rates of
return averaged 0%, 6% and 12% over a period of years, but fluctuated above or
below that average for individual Policy years. No representation can be made
by Transamerica or the funds that these hypothetical investment rates of return
can be achieved for any one year or sustained over any period of time. This
illustration must be preceded or accompanied by current fund prospectuses.


                                       85
<PAGE>

                TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35

  Specified Amount $500,000               Ultimate Select, Non-Tobacco Use Class
  Annual Premium $5,500                      Death Benefit Option A
                    Using Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
END OF               PREMIUMS                                      DEATH BENEFIT
POLICY             ACCUMULATED                          ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                  AT 5%                                 ANNUAL INVESTMENT RETURN OF
                                          0% (GROSS)                 6% (GROSS)                 12% (GROSS)
                                   -1.82% (NET) YEARS 1-15     4.18% (NET) YEARS 1-15     10.18% (NET) YEARS 1-15
                                    -1.22% (NET) YEARS 16+      4.78% (NET) YEARS 16+     10.78% (NET) YEARS 16+
<S>               <C>             <C>                         <C>                        <C>
  1                     5,775              500,000                           500,000               500,000
  2                    11,839              500,000                           500,000               500,000
  3                    18,206              500,000                           500,000               500,000
  4                    24,891              500,000                           500,000               500,000
  5                    31,911              500,000                           500,000               500,000
  6                    39,281              500,000                           500,000               500,000
  7                    47,020              500,000                           500,000               500,000
  8                    55,146              500,000                           500,000               500,000
  9                    63,678              500,000                           500,000               500,000
  10                   72,637              500,000                           500,000               500,000
  15                  124,616              500,000                           500,000               500,000
  20                  190,956              500,000                           500,000               500,000
  30 (AGE 65)         383,684              500,000                           500,000             1,056,902
  40 (AGE 75)         697,619                    *                           500,000             2,570,181
  50 (AGE 85)       1,208,985                    *                           612,373             6,819,919
  60 (AGE 95)       2,041,946                    *                           940,357            17,034,952
</TABLE>


<TABLE>
<CAPTION>
END OF                            CASH VALUE                                   NET SURRENDER VALUE
POLICY                ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                      ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                  0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                 -1.82% (NET)     4.18% (NET)     10.18% (NET)     -1.82% (NET)     4.18% (NET)     10.18% (NET)
                  YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                 -1.22% (NET)     4.78% (NET)     10.78% (NET)     -1.22% (NET)     4.78% (NET)     10.78% (NET)
                   YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>             <C>              <C>             <C>              <C>              <C>             <C>
1                    4,583            4,886             5,190            415              718            1,022
2                    8,983            9,875            10,805          4,374            5,267            6,196
3                   13,257           15,027            16,945          8,209            9,978           11,897
4                   17,404           20,345            23,664         11,916           14,857           18,176
5                   21,419           25,829            31,012         15,490           19,901           25,083
6                   25,298           31,483            39,052         18,929           25,115           32,684
7                   29,031           37,302            47,845         22,223           30,494           41,037
8                   32,623           43,295            57,473         25,375           36,046           50,225
9                   36,063           49,458            68,013         28,375           41,770           60,325
10                  39,354           55,802            79,565         31,226           47,674           71,437
15                  53,263           90,175           156,445         53,263           90,175          156,445
20                  63,742          132,501           287,680         63,742          132,501          287,680
30 (AGE 65)         55,512          234,244           866,313         55,512          234,244          866,313
40 (AGE 75)              *          361,217         2,402,039              *          361,217        2,402,039
50 (AGE 85)              *          583,212         6,495,161              *          583,212        6,495,161
60 (AGE 95)              *          931,046        16,866,289              *          931,046       16,866,289
</TABLE>

* In the absence of an additional payment, the Policy would lapse.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual investment rates of return
may be more or less than those shown and will depend on a number of factors,
including the investment allocations by an owner and the different investment
rates for the funds. The death benefit, cash value and net surrender value for
a Policy would be different from those shown if the actual investment rates of
return averaged 0%, 6% and 12% over a period of years, but fluctuated above or
below that average for individual Policy years. No representation can be made
by Transamerica or the funds that these hypothetical investment rates of return
can be achieved for any one year or sustained over any period of time. This
illustration must be preceded or accompanied by current fund prospectuses.


                                       86
<PAGE>

APPENDIX B
WEALTH INDICES OF INVESTMENTS IN THE U.S. CAPITAL MARKET
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The information below graphically depicts the growth of $1.00 invested in
large company stocks, small company stocks, long-term government bonds,
Treasury bills, and hypothetical assets returning the inflation rate over the
period from the end of 1925 to the end of 1999. All results assume reinvestment
of dividends on stocks or coupons on bonds and no taxes. Transaction costs are
not included, except in the small stock index starting in 1982.

     Each of the cumulative index values is initialized at $1.00 at year-end
1925. The graph illustrates that large company stocks and small company stocks
have the best performance over the entire 74-year period: investments of $1.00
in these assets would have grown to $2,845.63 and $6,640.79, respectively, by
year-end 1999. This higher growth was earned by investments involving
substantial risk. In contrast, long-term government bonds (with an approximate
20-year maturity), which exposed the holder to much less risk, grew to only
$40.22.

     The lowest-risk strategy over the past 74 years (for those with short-term
time horizons) was to buy U.S. Treasury bills. Since U.S. Treasury bills tended
to track inflation, the resulting real (inflation-adjusted) returns were near
zero for the entire 1926 - 1999 period.

                                       87
<PAGE>

                                [GRAPH OMITTED]

                   COMPOUND ANNUAL RATES OF RETURN BY DECADE

<TABLE>
<CAPTION>
                             1920s*     1930s      1940s      1950s      1960s       1970s      1980s     1990s
<S>                           <C>        <C>       <C>         <C>       <C>         <C>         <C>       <C>
 Large Company ............   19.2%      -0.1%      9.2%       19.4%      7.8%        5.9%       17.5%     18.2%
 Small Company ............   -4.5       1.4       20.7        16.9      15.5        11.5        15.8      15.1
 Long-Term Corp. ..........   5.2        6.9        2.7        1.0        1.7         6.2        13.0      8.3
 Long-Term Govt. ..........   5.0        4.9        3.2        -0.1       1.4         5.5        12.6      9.0
 Inter-Term Govt. .........   4.2        4.6        1.8        1.3        3.5         7.0        11.9      7.2
 Treasury Bills ...........   3.7        0.6        0.4        1.9        3.9         6.3        8.9       4.9
 Inflation ................   -1.1       -2.0       5.4        2.2        2.5         7.4        5.1       2.9
</TABLE>

- ----------------
 * Based on the period 1926-1929.

Used with permission. /copyright/2000 Ibbotson Associates, Inc. All rights
reserved. [Certain portions of this work were derived from copyrighted works of
Roger G. Ibbotson and Rex Sinquefield.]

                                       88
<PAGE>

INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-3:

There are no financial statements for the separate account because the
subaccounts have not commenced operations as of the date of this prospectus.

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY:

Report of Independent Auditors dated March 31, 2000

Statutory Basis Balance Sheet at December 31, 1999 and 1998

Statutory Basis Statement of Operations for the years ended December 31, 1999,
1998 and 1997

Statutory Basis Statement of Changes in Capital and Surplus for the years ended
December 31, 1999, 1998 and 1997

Statutory Basis Statement of Cash Flow for the years ended December 31, 1999,
1998 and 1997

Notes to Statutory Basis Financial Statements

Statutory Basis Financial Statement Schedules








TA00001-05/2000

                                       89

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
Transamerica Occidental Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of Transamerica
Occidental Life Insurance Company as of December 31, 1999 and 1998, and the
related statutory-basis statements of operations, changes in capital and
surplus, and cash flow for each of the three years in the period ended December
31, 1999. Our audits also included the accompanying statutory-basis financial
statement schedules required by Article 7 of Regulation S-X. These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.

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

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

In our opinion, because of the effects of the matters described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with accounting principles generally accepted in the United States,
the financial position of Transamerica Occidental Life Insurance Company at
December 31, 1999 and 1998, or the results of its operations or its cash flows
for each of the three years in the period December 31, 1999.

However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Transamerica
Occidental Life Insurance Company at December 31, 1999 and 1998, and the results
of its operations and its cash flow for each of the three years in the period
ended December 31, 1999, in conformity with accounting practices prescribed or
permitted by the California Department of Insurance. Also, in our opinion, the
related financial statement schedules, when considered in relation to the basic
statutory-basis financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

                                                               ERNST & YOUNG LLP
March 31, 2000



                                       90
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                        BALANCE SHEETS - STATUTORY BASIS

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                         DECEMBER 31
                                                    1999              1998
                                               ------------------------------
ADMITTED ASSETS Cash and invested assets:
   Bonds                                       $ 12,820,804      $ 12,135,178
   Preferred stocks - unaffiliated                   77,231            40,941
   Preferred stocks - subsidiaries                   58,219            56,860
   Common stocks - unaffiliated                   1,270,039           773,490
   Common stocks - subsidiaries                     984,400           965,485
   Mortgage loans on real estate                    385,590           387,038
   Real estate                                      101,195           102,748
   Policy loans                                     409,534           410,628
   Cash and short-term investments                  132,454           513,557
   Other investments                                218,997           194,264
                                               ------------------------------
Total cash and invested assets                   16,458,463        15,580,189


Federal income tax receivable                       160,075                --
Accrued investment income                           226,823           210,932
Deferred and uncollected premiums                   227,722          (807,951)
Reinsurance receivable                              249,225         1,201,639
Other admitted assets                               245,696           255,744
Separate account assets                           4,229,395         3,443,277
                                               ------------------------------
Total admitted assets                          $ 21,797,399      $ 19,883,830
                                               ================= ============



                                       91
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                  BALANCE SHEETS - STATUTORY BASIS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   DECEMBER 31
                                                              1999             1998
                                                           ----------------------------
<S>                                                        <C>              <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
   Reserves for future policy benefits                     $ 9,695,196      $ 9,428,282
   Policy and contract claims payable                          296,789          156,147
   Supplementary contracts without life contingencies          208,349          215,548
   Funding agreements                                        2,228,261        1,927,054
   Other policy liabilities                                    114,442          115,361
   Funds held under coinsurance                              2,274,229        2,123,810
   Asset valuation reserve                                     578,958          400,616
   Interest maintenance reserve                                 58,721           61,514
   Other liabilities                                           310,404          285,030
   Separate account liabilities                              4,068,126        3,326,306
                                                           ----------------------------
Total liabilities                                           19,833,475       18,039,668

Capital and surplus:
   Common Stock ($12.50 par value):
     Authorized - 4,000,000 shares
     Issued and outstanding - 2,206,933 shares                  27,587           27,587
   Contributed surplus                                         509,600          372,538
   Unassigned surplus                                        1,426,737        1,444,037
                                                           ----------------------------
Total capital and surplus                                    1,963,924        1,844,162
                                                           ----------------------------
Total liabilities and capital and surplus                  $21,797,399      $19,883,830
                                                           ============================
</TABLE>

SEE ACCOMPANYING NOTES.



                                       92
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                   STATEMENTS OF OPERATIONS - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31
                                                                   1999             1998               1997
                                                                -----------      -----------       -----------
<S>                                                             <C>              <C>               <C>
Revenues:
   Premiums and annuity considerations                          $ 1,368,016      $ 1,608,525       $ 1,715,745
   Fund deposits                                                    351,170          363,889           395,162
   Considerations for supplementary contracts without life
     contingencies                                                  212,513          259,660           240,065
   Net investment income                                          1,125,042        1,078,543         1,028,054
   Commissions and expense allowances on reinsurance ceded
                                                                    469,910          471,943           283,794
   Other                                                            550,544          900,281           228,649
                                                                ----------------------------------------------
                                                                  4,077,195        4,682,841         3,891,469
Benefits and expenses:
   Benefits paid or provided for:
     Death benefits                                                 392,276          595,585           432,019
     Annuity benefits                                               582,542          570,424           754,609
     Disability benefits                                             10,199           36,590           139,278
     Surrender benefits and other fund withdrawals                  694,766          616,224           429,449
     Increase (decrease) in reserves                                266,814         (447,419)         (631,054)
     Payments on supplementary contracts                            231,717          243,383           235,594
     Endowments                                                       2,397            2,504             2,000
     Other                                                          112,059          102,093            96,546
                                                                ----------------------------------------------
                                                                  2,292,770        1,719,384         1,458,441
   Expenses:
     Commissions and expense allowances                             691,802          728,533           554,979
     Reinsurance reserve transfer                                        --          671,651           792,425
     Other operating expenses                                       857,912        1,300,821           758,855
     Net transfers to separate accounts                              50,572          200,243           152,998
                                                                ----------------------------------------------
                                                                  1,600,286        2,901,248         2,259,257
                                                                ----------------------------------------------
                                                                  3,893,056        4,620,632         3,717,698
                                                                ----------------------------------------------
Gain from operations before dividends to policyholders,
   federal income tax expense (benefit) and net realized
   capital gains (losses)                                           184,139           62,209           173,771
Dividends to policyholders                                            9,294            8,206             9,453
                                                                ----------------------------------------------
Gain from operations before federal income tax expense
   (benefit) and net realized capital gains (losses)                174,845           54,003           164,318
Federal income tax expense (benefit)                                 30,330          (70,408)           58,514
                                                                ----------------------------------------------
Gain from operations before net realized capital gains
   (losses)                                                         144,515          124,411           105,804
Net realized capital gains (losses)                                  17,515           76,071            (9,332)
                                                                ----------------------------------------------
Net income                                                      $   162,030      $   200,482       $    96,472
                                                                ==============================================
</TABLE>

SEE ACCOMPANYING NOTES.


                                       93
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

         STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                             1999              1998              1997
                                                         -----------------------------------------------
<S>                                                      <C>               <C>               <C>
Capital and surplus at beginning of year                 $ 1,844,162       $ 1,556,228       $ 1,249,045
Net income                                                   162,030           200,482            96,472
Increase in net unrealized capital gains                     119,420           261,540           246,829
Increase in non-admitted assets and
   related items                                              (2,824)          (45,392)          (41,778)
(Decrease) increase in liability for reinsurance in
   unauthorized companies                                     (4,646)           (3,137)            1,038
Increase in asset valuation reserve                         (178,342)          (39,153)          (66,577)
Increase in surplus in separate account statement
                                                              16,637            32,572            29,459
Contributed capital                                          137,062             3,800           127,194
Prior year adjustments                                       (14,710)          (21,276)          (47,998)
Dividends paid to parent                                     (79,000)          (80,000)          (61,311)
Change in benefit reserve valuation basis                         --                --            (7,782)
Increase (decrease) as a result of
   reinsurance                                               (35,865)          (21,502)           31,637
                                                         -----------------------------------------------
Capital and surplus at end of year                       $ 1,963,924       $ 1,844,162       $ 1,556,228
                                                         ===============================================
</TABLE>

SEE ACCOMPANYING NOTES.



                                       94
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                    STATEMENTS OF CASH FLOW - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                             1999              1998              1997
                                                         -----------------------------------------------
<S>                                                      <C>               <C>               <C>
OPERATING ACTIVITIES
Premiums and annuity considerations                      $   319,552       $ 2,642,142       $ 1,612,975
Fund deposits                                                351,170           363,889           395,162
Other policy proceeds and considerations                     212,546           259,627           240,280
Allowances and reserve adjustments received on
   reinsurance ceded                                       1,861,584            93,368           249,623
Investment income received                                 1,088,846         1,068,856           996,628
Other income received                                        141,247           194,037           274,793
Life and accident and health claims paid                    (266,727)         (661,006)         (487,861)
Surrender benefits and other fund withdrawals paid
                                                            (695,777)         (618,854)         (442,793)
Annuity and other benefits paid                             (962,151)         (948,840)       (1,046,532)
Commissions, other expenses and taxes
   paid                                                   (1,027,317)         (950,827)         (777,851)
Dividends paid to policyholders                               (9,136)           (8,102)          (10,101)
Federal income taxes received (paid)                        (146,945)           15,764           (12,411)
Reinsurance reserve transfers and other                     (618,898)       (1,891,421)       (1,552,528)
                                                         -----------------------------------------------
Net cash provided by (used in) operating activities
                                                             247,994          (441,367)         (560,616)

INVESTING ACTIVITIES
Proceeds from investments sold, matured
   or repaid:
     Bonds                                                 2,993,985         3,938,693         3,525,839
     Stocks                                                  220,666           488,559           138,284
     Mortgage loans                                           11,248            37,335            34,216
     Real estate                                               3,050            20,300             3,660
     Other invested assets                                       200             3,984             8,580
     Miscellaneous proceeds                                      407           (25,830)            7,140
                                                         -----------------------------------------------
Total investment proceeds                                  3,229,556         4,463,041         3,717,719
Taxes paid on capital gains                                       --                --            (7,481)
                                                         -----------------------------------------------
Net proceeds from sales, maturities, or repayments
   of investments                                          3,229,556         4,463,041         3,710,238



                                       95
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

              STATEMENTS OF CASH FLOW - STATUTORY BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

                                                                  YEAR ENDED DECEMBER 31
                                                          1999             1998              1997
                                                      -----------------------------------------------
<S>                                                   <C>               <C>               <C>
Cost of investments acquired:
   Bonds                                              $(3,656,035)      $(4,225,623)      $(4,103,637)
   Stocks                                                (611,404)         (331,131)         (311,708)
   Mortgage loans                                          (9,800)         (121,139)          (40,000)
   Real estate                                             (5,064)           (7,030)           (2,765)
   Other invested assets                                  (35,204)          (36,752)           (2,031)
   Miscellaneous applications                             (93,194)               --                --
                                                      -----------------------------------------------
Total cost of investments acquired                     (4,410,701)       (4,721,675)       (4,460,141)
Net decrease (increase) in policy loans                     1,094            (3,174)           (7,996)
                                                      -----------------------------------------------
Net cost of investments acquired                       (4,409,607)       (4,724,849)       (4,468,137)
                                                      -----------------------------------------------
Net cash used in investing activities                  (1,180,051)         (261,808)         (757,899)

Financing and miscellaneous activities:
   Other cash provided:
     Capital and surplus paid-in                          137,062             3,800           127,194
     Other sources                                        562,978         1,485,965         1,558,615
                                                      -----------------------------------------------
Total other cash provided                                 700,040         1,489,765         1,685,809

Other cash provided (applied):

   Dividends paid to shareholders                         (79,000)          (80,000)          (61,311)
   Other applications, net                                (70,086)         (347,482)         (162,103)
                                                      -----------------------------------------------
Total other cash provided (applied)                      (149,086)         (427,482)         (223,414)
                                                      -----------------------------------------------
Net cash provided by financing and miscellaneous
   activities                                             550,954         1,062,283         1,462,395
                                                      -----------------------------------------------
Net (decrease) increase in cash and short-term
   investments                                           (381,103)          359,108           143,880

Cash and short-term investments:
   Beginning of year                                      513,557           154,449            10,569
                                                      -----------------------------------------------
   End of year                                        $   132,454       $   513,557       $   154,449
                                                      ===============================================
</TABLE>

SEE ACCOMPANYING NOTES.



                                       96
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                 NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS

                                DECEMBER 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Transamerica Occidental Life Insurance Company (the Company) is domiciled in
California. The Company is a wholly owned subsidiary of Transamerica Insurance
Corporation of California, which is a wholly owned subsidiary of Transamerica
Corporation. The Company has three wholly owned insurance subsidiaries:
Transamerica Life Insurance and Annuity Company (TALIAC), Transamerica Life
Insurance Company of Canada and Transamerica Life Insurance Company of New York.
TALIAC has one wholly owned insurance subsidiary, Transamerica Assurance
Company. During 1999, Transamerica Corporation was merged with an indirect
wholly owned subsidiary of AEGON N.V., a holding company organized under the
laws of the Netherlands.

NATURE OF BUSINESS

The Company engages in providing life insurance, pension and annuity products,
reinsurance, structured settlements and investment products which are
distributed through a network of independent and company-affiliated agents and
independent brokers. The Company's customers are primarily in the United States
and are distributed in 50 states (reinsurance is the only product distributed in
New York).

BASIS OF PRESENTATION

Certain amounts reported in the accompanying financial statements are based on
management's best estimates and judgment, subject to the minimum requirements
imposed by regulatory authorities. Actual results could differ from those
estimates.

The accompanying financial statements have been prepared in conformity with
statutory accounting practices (SAP) prescribed or permitted by the California
Department of Insurance (the California Department), which vary in some respects
from accounting principles generally accepted in the United States (GAAP). The
more significant variances from GAAP are as follows:

     The accounts and operations of the Company's subsidiaries are not
     consolidated but are included in investments in common stocks at the
     statutory net carrying value. Changes in the subsidiaries' net carrying
     values are charged or credited directly to unassigned surplus.



                                       97
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Bonds, where permitted, are carried at amortized cost, rather than
     segregating the portfolio into held-to-maturity (reported at amortized
     cost), available-for-sale (reported at fair value) and trading (reported at
     fair value) classifications.

     The costs of acquiring new and renewal business, such as commissions and
     underwriting and policy issue costs, are expensed when incurred rather than
     deferred and amortized over the terms of the related policies.

     Certain assets recognized under GAAP, principally agents' debit balances
     and computer software, are "non-admitted" and excluded from the
     accompanying financial statements under SAP and are charged directly to
     unassigned surplus.

     Reserves for future policy benefits generally are calculated based on
     mortality and interest assumptions that are statutorily required rather
     than using estimated expected experience or actual account balances. The
     policy liabilities are reported net, rather than gross, of ceded amounts.

     Revenues for interest-sensitive life policies and investment-type contracts
     consist of the entire premium received and benefits represent the benefits
     paid and the change in policy reserves. Under GAAP, premiums received in
     excess of policy charges are not recognized as revenue and benefits
     represent the excess of benefits paid over the policy account value and
     interest credited to the account value.

     An Interest Maintenance Reserve (IMR) is provided which defers certain
     realized capital gains and losses attributable to changes in the general
     level of interest rates. Such deferred gains or losses are amortized into
     investment income over the remaining period to maturity based on groupings
     of individual securities sold in five-year bands.

     An Asset Valuation Reserve (AVR) is provided which reclassifies a portion
     of surplus to liabilities. The AVR is calculated according to a specified
     formula as prescribed by the National Association of Insurance
     Commissioners (NAIC) and is intended to stabilize the Company's surplus
     against possible fluctuations in the market values of bonds, equity
     securities, mortgage loans, real estate, and other invested assets. Changes
     in the required AVR balance are charged or credited directly to unassigned
     surplus.



                                       98
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Deferred federal income taxes are not provided for differences between the
     financial statement amounts and tax bases of assets and liabilities.

     Policyholder dividends are recognized when declared rather than over the
     term of the related policies.

     A liability for reinsurance balances has been provided for unsecured policy
     reserves ceded to reinsurers unauthorized by license to assume such
     business. Changes to those amounts are credited or charged directly to
     unassigned surplus. Under GAAP, an allowance for amounts deemed
     uncollectible would be established through a charge to earnings.

Other significant accounting policies are as follows:

INVESTMENTS

Investments are shown on the following bases:

     Bonds - where permitted, at amortized cost; all others are carried at
     values prescribed by the Securities Valuation Office of the NAIC (SVO);
     premiums and discounts are amortized using the interest method. For
     loan-backed bonds, the interest method including anticipated prepayments at
     the date of purchase is used. Prepayment assumptions for loan-backed bonds
     are estimated using broker dealer survey values and are based on the
     current interest rate and economic environment. The retrospective
     adjustment method is used to value all securities, except for interest-only
     securities which are valued using the prospective method.

     Preferred stocks - where permitted at cost, all others are carried at fair
     value based on NAIC values.



                                       99
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

     Common stocks - at fair value based on NAIC market values, except for
     investments in subsidiaries which are at statutory net carrying values.

     Mortgage loans on real estate - at the aggregate unpaid balances.

     Real estate - at depreciated cost less encumbrances, except for properties
     acquired in satisfaction of debt, which are carried at the lower of fair
     value or cost, less encumbrances.

     Policy loans - at the aggregate unpaid principal balances.

     Other investments - primarily at the lower of cost or fair value.
     Derivative instruments, included in other investments in the accompanying
     balance sheet, are valued in accordance with the NAIC Accounting Practices
     and Procedures manual and Purposes and Procedures manual of the SVO. All
     derivative instruments are used for hedging purposes and valued on a basis
     consistent with the hedged item.

The Company uses interest rate swaps, caps and floors, options and certain other
derivatives as part of its overall interest rate risk management strategy for
certain life insurance and annuity products. As the Company only uses
derivatives for hedging purposes, the Company values all derivative instruments
on a consistent basis as the hedged item. Upon termination, gains and losses on
those instruments are included in the carrying values of the underlying hedged
items and are amortized over the remaining lives of the hedged items as
adjustments to investment income or benefits from the hedged items. Any
unamortized gains or losses are recognized when the underlying hedged items are
sold.

Interest rate swap contracts are used to convert the interest rate
characteristics (fixed or variable) of certain investments to match those of the
related insurance liabilities that the investments are supporting. The net
interest effect of such swap transactions is reported as an adjustment of
interest income from the hedged items as incurred.



                                      100
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

Interest rate caps and floors are used to limit the effects of changing interest
rates on yields of variable rate or short-term assets or liabilities. The
initial cost of any such agreements is amortized to net investment income over
the life of the agreement. Periodic payments that are receivable as a result of
the agreements are accrued as an adjustment of interest income or benefits from
the hedged item.

Gains and losses on disposal of investments are recognized on the
specific-identification basis. Changes in the statutory fair values of stocks
and those bonds carried at values prescribed by the SVO, rather than amortized
cost, are reported as unrealized gains or losses directly in unassigned surplus
and, accordingly, have no effect on net income.

Short-term investments include investments with maturities of less than one year
at date of acquisition.

SEPARATE ACCOUNTS

The Company administers segregated asset accounts for pension and other clients.
The assets of the separate accounts are not subject to liabilities arising out
of any business the Company may conduct and are reported at fair value.
Investment risks associated with fair value changes are primarily borne by the
clients. The liabilities of the separate accounts represent reserves established
to meet withdrawal and future benefit payment provisions of the contracts.

POLICY RESERVES AND CONTRACT CLAIMS

Life, annuity, and accident and health benefit reserves are calculated based
upon published tables using such interest rate assumptions and valuation methods
that will provide, in the aggregate, reserves that meet the amounts required by
the California Department. The Company waives deduction of deferred fractional
premiums upon death of the insureds and returns any portion of the final premium
beyond the date of death. Additional reserves are established where the gross
premiums on any insurance in force are less than the net premiums according to
the standard valuation set by the California Department.



                                      101
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY RESERVES AND CONTRACT CLAIMS (CONTINUED)

Contract claim liabilities include provisions for reported claims and claims
incurred but not reported, net of reinsurance ceded.

PREMIUM REVENUES

Premiums from life insurance policies are recognized as revenue when due, and
premiums from annuity contracts are recognized when received. Accident and
health premiums are earned pro rata over the terms of the policies.

OTHER REVENUES

Other revenues consist primarily of profit sharing on reinsurance ceded and
reserve adjustments on ceded modified coinsurance transactions.

REINSURANCE

Coinsurance premiums, commissions, expense reimbursements, and reserves related
to reinsured business are accounted for on bases consistent with those used in
accounting for the original policies and the terms of the reinsurance contracts.
Gains associated with reinsurance of inforce blocks of business are included in
surplus rather than gain from operations. Premiums ceded and recoverable losses
have been reported as a reduction of premium income and benefits, respectively.

PRIOR YEAR ADJUSTMENTS

Prior year adjustments charged directly to surplus in 1999 related primarily to
expenses incurred for sales practices litigation of $7 million (after tax) and a
suspense asset adjustment of $7 million (after tax).

Prior year adjustments in 1998 relate primarily to expenses incurred for sales
practices litigation of $8 million (after-tax) and a reserve valuation
adjustment of $13 million (after-tax) on single premium immediate annuities.

Prior year adjustments in 1997 relate primarily to expenses incurred for sales
practices litigation of $15 million (after-tax) and a reserve valuation
adjustment of $30 million (after-tax) on single premium immediate annuities.



                                      102
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain reclassifications of 1997 and 1998 amounts have been made to conform
with the 1999 presentation.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair values for bonds are based on market values prescribed by the SVO (NAIC
market values) rather than on actual or estimated market values. For bonds
without available NAIC market values, amortized costs are used as estimated fair
values. As of December 31, 1999 and 1998, the fair value of investments in bonds
includes $5,366 million and $5,215 million, respectively, of bonds that were
valued at amortized cost.

Fair values for preferred and common stocks are based on NAIC market values,
except for investment in subsidiaries which are at statutory net carrying
values.

Fair values for mortgage loans on real estate and policy loans are estimated
using discounted cash flow calculations, based on interest rates currently being
offered for similar loans to borrowers with similar credit ratings. Loans with
similar characteristics are aggregated for calculation purposes.

Fair values for derivative instruments are estimated using values obtained from
independent pricing services.

The carrying amounts of cash and short-term investments and accrued investment
income approximate their fair value.

Fair values for liabilities under investment-type contracts, included in
reserves for future policy benefits and other policy liabilities, are estimated
using discounted cash flow calculations, based on interest rates currently being
offered by similar contracts with maturities consistent with those remaining for
the contracts being valued.



                                      103
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying values and fair values of financial instruments are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------
<S>                                        <C>               <C>              <C>               <C>
Financial assets:
   Bonds                                   $   12,820,804    $   12,681,458   $   12,135,178    $   12,834,818
   Preferred stocks                               135,450            93,071           97,801           100,909
   Common stocks                                2,254,439         2,254,439        1,738,975         1,738,975
   Mortgage loans on real estate                  385,590           363,650          387,038           409,714
   Policy loans                                   409,534           396,956          410,628           388,076
   Floors, caps and swaptions                      56,964            60,129           57,311           149,447
   Cash on hand and on deposit                    132,454           132,454          513,557           513,557
   Accrued investment income                      226,823           226,823          210,932           210,932
<CAPTION>
                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------
<S>                                        <C>               <C>              <C>               <C>
Financial liabilities (liabilities for
   investment-type contracts):
     Single and flexible premium
       deferred annuities                  $    2,074,622    $    1,881,238   $    2,112,347    $    1,927,980
     Single premium immediate annuities
                                                4,035,133         4,217,004        3,924,227         4,820,607
     Other deposit contracts                    2,219,143         2,222,305        1,917,574         1,915,954

Off-balance sheet assets (liabilities):
   Exchange derivatives designated
     as hedges that are in a:
       Receivable position                              -            30,253                -            88,062
       Payable position                                 -           (96,206)               -           (17,025)
</TABLE>

The Company enters into various interest-rate agreements in the normal course of
business primarily as a means of managing its interest rate exposure.



                                      104
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate swap agreements generally involve the periodic exchange of fixed
rate interest and floating rate interest payments by applying a specified market
index to the underlying contract or notional amount, without exchanging the
underlying notional amounts. Interest rate swap agreements are intended
primarily for asset and liability management. The differential to be paid or
received on those interest rate swap agreements that are designated as hedges of
financial assets is recorded on an accrual basis as a component of net
investment income. The differential to be paid or received on those interest
rate swap agreements that are designated as hedges of financial liabilities is
recorded on an accrual basis as a component of benefits paid or provided. While
the Company is not exposed to credit risk with respect to the notional amounts
of the interest rate swap agreements, the Company is subject to credit risk from
potential nonperformance of counterparties throughout the contract periods. The
amounts potentially subject to such credit risk are much smaller than the
notional amounts. The Company controls this credit risk by entering into
transactions with only a selected number of high quality institutions,
establishing credit limits and maintaining collateral when appropriate.
Generally, the Company is subject to basis risk when an interest rate swap
agreement is not funded. As of December 31, 1999, there were no unfunded
interest rate swap agreements.

Interest rate floor agreements generally provide for the receipt of payments in
the event the average interest rates during a settlement period fall below
specified levels under interest rate floor agreements. These agreements enable
the Company to transfer, modify, or reduce its interest rate risk and generally
require up front premium payments. The costs of interest rate floor agreements
are amortized over the contractual periods and resulting amortization expenses
are included in net investment income. The conditional receipts under these
agreements are recorded on an accrual basis as a component of net investment
income if designated as hedges of financial assets or as a component of benefits
paid or provided if designated as hedges of financial liabilities.



                                      105
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The information on derivative instruments is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
                                                          AGGREGATE        WEIGHTED
                                                          NOTIONAL         AVERAGE
                                                           AMOUNT         FIXED RATE        FAIR VALUE
                                                     ------------------------------------------------------
<S>                                                    <C>                    <C>         <C>
DECEMBER 31, 1999
Interest rate swap agreements designated as
   hedges of financial assets, where
   the Company pays:
     Fixed rate interest                               $      296,133         6.46%       $       28,092
     Floating rate interest                                 1,516,308         5.95               (90,055)
     Floating rate interest based on one index
       and receives floating rate interest on
       another index                                            4,525         6.05                    20
Interest rate swap agreements designated as
   hedges of financial liabilities, where the
   Company pays:
     Floating rate interest                                   710,981         6.40                (4,394)
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                  237,500         6.13                  (260)
Interest rate floor agreements                                400,000            -                 3,065
Swaptions                                                   6,500,000         6.64                25,211
Call options                                                   31,999            -                31,853
</TABLE>



                                      106
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                          AGGREGATE        WEIGHTED
                                                          NOTIONAL         AVERAGE
                                                           AMOUNT         FIXED RATE        FAIR VALUE
                                                     ------------------------------------------------------
<S>                                                    <C>                    <C>         <C>
DECEMBER 31, 1998

Interest rate swap agreements designated as
   hedges of financial assets, where
   the Company pays:
     Fixed rate interest                               $       44,950         5.95%       $          280
     Fixed rate interest                                      212,488         5.01               (13,525)
     Floating rate interest                                (1,495,000)        5.40                80,717
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   15,833         5.06                   110
Interest rate swap agreements designated as hedges
   of financial liabilities, where the Company pays:
     Floating rate interest                                 1,204,456         5.42                 3,781
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   37,500         4.84                  (339)
Interest rate floor agreements                                400,000            -                21,705
Swaptions                                                   6,500,000         5.19               101,754
Call options                                                   30,710            -                25,988
</TABLE>

Generally, notional amounts indicate the volume of transactions and estimated
fair values indicate the amounts subject to credit risk.

Financial instruments which potentially subject the Company to concentration of
credit risk consist principally of temporary cash investments, fixed maturities,
derivatives, mortgage loans on real estate and reinsurance receivables. The
Company places its temporary cash investments with high credit quality financial
institutions. Concentration of credit risk with respect to investments in fixed
maturities and mortgage loans on real



                                      107
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

estate is limited due to the large number of such investments and their
dispersion across many different industries and geographic areas. The Company
places reinsurance with only highly rated insurance companies. At December 31,
1999, the Company had no significant concentration of credit risk.

3. INVESTMENTS

The carrying value and fair value of investments in debt securities are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                           GROSS             GROSS
                                         CARRYING        UNREALIZED       UNREALIZED          FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
<S>                                   <C>              <C>               <C>              <C>
DECEMBER 31, 1999
U.S. Treasury securities and
   obligations of U.S. government
   corporations
   and agencies                       $      189,325   $       11,396    $        1,968   $      198,753
Obligations of states and political
   subdivisions                              106,484            3,673             1,482          108,675
Foreign governments                           50,820              353             3,328           47,845
Corporate securities                       9,345,228          103,079           230,148        9,218,159
Public utilities                           1,718,582           20,020            38,842        1,699,760
Mortgage and other asset- backed
   securities                              1,410,365                -             2,099        1,408,266
                                    -----------------------------------------------------------------------
                                      $   12,820,804   $      138,521    $      277,867   $   12,681,458
                                    =======================================================================
</TABLE>


                                      108
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                           GROSS             GROSS
                                         CARRYING        UNREALIZED        UNREALIZED         FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
<S>                                   <C>              <C>               <C>              <C>
DECEMBER 31, 1998
U.S. Treasury securities and
   obligations of U.S. government
   corporations
   and agencies                       $      148,427   $       57,226    $            -   $      205,653
Obligations of states and political
   subdivisions                              123,255           11,752                 -          135,007
Foreign governments                           39,940            2,115             1,486           40,569
Corporate securities                       8,430,358          476,428            22,687        8,884,099
Public utilities                           2,206,740          176,863               571        2,383,032
Mortgage and other asset- backed
   securities                              1,186,458                -                 -        1,186,458
                                    -----------------------------------------------------------------------
                                      $   12,135,178   $      724,384    $       24,744   $   12,834,818
                                    =======================================================================
</TABLE>

Included in bonds is a $150 million note due from Transamerica Corporation at
December 31, 1998.

The carrying value and fair value of bonds at December 31, 1999, by contractual
maturity, are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   CARRYING           FAIR
                                                                    VALUE             VALUE
                                                              ------------------------------------
<S>                                                             <C>               <C>
Due in one year or less                                         $      137,778    $      138,280
Due after one year through five years                                2,021,208         2,019,633
Due after five years through ten years                               2,769,210         2,708,056
Due after ten years                                                  6,482,243         6,407,223
Mortgage and other asset-backed securities                           1,410,365         1,408,266
                                                              ------------------------------------
                                                                $   12,820,804    $   12,681,458
                                                              ====================================
</TABLE>

Expected maturities may differ from contractual maturities because certain
borrowers have the right to call or prepay obligations with or without call or
prepayment penalties.


                                      109
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


3. INVESTMENTS (CONTINUED)

The costs and fair values of preferred stocks and common stocks (unaffiliated
companies) are as follows (in thousands):

<TABLE>
<CAPTION>
                                                        GROSS            GROSS            ESTIMATED
                                                     UNREALIZED        UNREALIZED           FAIR
                                       COST             GAINS            LOSSES             VALUE
                               -----------------------------------------------------------------------
<S>                              <C>               <C>              <C>               <C>
DECEMBER 31, 1999
Preferred stocks                 $       77,231    $        6,399   $       41,182    $       42,448
Common stocks                           662,215           640,014           32,190         1,270,039

DECEMBER 31, 1998
Preferred stocks                 $       40,941    $        3,506   $           18    $       44,429
Common stocks                           299,048           483,421            8,979           773,490
</TABLE>

The components of investment in real estate are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                 ACCUMULATED        CARRYING
                                                   COST          DEPRECIATION         VALUE
                                            ------------------------------------------------------
<S>                                           <C>               <C>               <C>
DECEMBER 31, 1999
Properties occupied by the
   Company                                    $      207,709    $      111,331    $       96,378
Other                                                  7,450             2,633             4,817
                                            ------------------------------------------------------
                                              $      215,159    $      113,964    $      101,195
                                            ======================================================

DECEMBER 31, 1998
Properties occupied by the
   Company                                    $      202,933    $      105,330    $       97,603
Other                                                  8,514             3,369             5,145
                                            ------------------------------------------------------
                                              $      211,447    $      108,699    $      102,748
                                            ======================================================
</TABLE>


                                      110
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


3. INVESTMENTS (CONTINUED)

The maximum and minimum lending rates for mortgage loans during 1999 were 8.48%
and 7.13%, respectively. The maximum percentage of any one loan to the value of
security at the time of the loan, exclusive of any purchase money or insured or
guaranteed mortgages, was 80%. Fire insurance is carried in every case at least
equal to the excess of the loan over the maximum loan which would be permitted
by law on the land without the buildings.

Net investment income (expense) by major category of investments is summarized
as follows (in thousands):

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                                      1999              1998             1997
                                                -----------------------------------------------------
<S>                                               <C>              <C>               <C>
Bonds                                             $      989,340   $      950,923    $      934,229
Preferred stocks                                           5,078            1,312               790
Common stocks                                             53,192           53,000            43,938
Mortgage loans on real estate                             28,314           28,713            25,031
Real estate                                               28,008           27,288            29,447
Policy loans                                              27,086           24,780            26,061
Cash and short-term investments                           10,526           10,939             4,094
Other investments                                         16,343           17,198              (533)
                                                -----------------------------------------------------
                                                       1,157,887        1,114,153         1,063,057
Investment expense                                       (32,845)         (35,610)          (35,003)
                                                -----------------------------------------------------
                                                  $    1,125,042   $    1,078,543    $    1,028,054
                                                =====================================================
</TABLE>



                                      111
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


3. INVESTMENTS (CONTINUED)

The realized gains and losses and other information related to investments are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
<S>                                                     <C>              <C>               <C>
Net gains (losses) on disposition of investments in:
     Bonds                                              $        2,993   $       16,522    $      (27,875)
     Preferred stocks                                           (6,085)          (2,405)             (579)
     Common stocks                                              41,011          164,984             9,792
     Other                                                     (90,400)          (7,021)           (1,308)
                                                      -----------------------------------------------------
                                                               (52,481)         172,080           (19,970)
Related income (taxes) recovery                                 71,941          (84,425)           (7,480)
Transfer to the IMR                                             (1,945)         (11,584)           18,118
                                                      -----------------------------------------------------
Net realized capital gains (losses)                     $       17,515   $       76,071    $       (9,332)
                                                      =====================================================
</TABLE>

The other loss of $90.4 million in 1999 primarily results from the net pretax
loss incurred on an ineffective equity collar hedge (see Note 12).

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
<S>                                                     <C>              <C>               <C>
Proceeds from disposition of investment in bonds        $    2,993,985   $    3,938,693    $    3,525,839

Gross gains on disposition of investment
   in bonds                                                     46,135           44,290            24,157
Gross losses on disposition of investment
   in bonds                                                    (43,142)         (27,768)          (52,032)

Change in net unrealized gains (losses):
   Bonds                                                       (5,756)             (871)               -
   Preferred stocks                                             2,271            (2,741)             518
   Common stocks                                              125,177           257,582          242,773
   Real estate                                                      -                 -            3,727
   Other                                                       (2,272)            7,570             (189)
                                                     ------------------------------------------------------
                                                       $      119,420    $      261,540   $      246,829
                                                     ======================================================
</TABLE>



                                      112
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


3. INVESTMENTS (CONTINUED)

Change in net unrealized gains on common stocks in 1999, 1998 and 1997, includes
$(34) million, $156 million and $107 million, respectively, related to the
increase (decrease) in TALIAC's statutory capital and surplus for those years.

4. REINSURANCE

The Company is involved in both the cession and assumption of reinsurance with
other companies, including affiliated companies. Risks are reinsured with other
companies to permit the recovery of a portion of the direct losses. These
reinsured risks are treated as though, to the extent of the reinsurance, they
are risks for which the Company is not liable.

Policy liabilities and accruals are reported in the accompanying financial
statements net of reinsurance ceded. The Company remains liable to the extent
the reinsuring companies do not meet their obligations under these reinsurance
treaties.

The following summarizes the effect of reinsurance transactions (in thousands):

<TABLE>
<CAPTION>
                                                 CEDED/RETROCEDED TO               ASSUMED FROM
                                            -------------------------------------------------------------
                                DIRECT        AFFILIATED    UNAFFILIATED     AFFILIATED    UNAFFILIATED       NET
                                AMOUNT        COMPANIES      COMPANIES       COMPANIES      COMPANIES        AMOUNT
                           ----------------------------------------------------------------------------------------------
<S>                          <C>              <C>           <C>             <C>             <C>           <C>
Year ended
   December 31, 1999:
     Premium revenue         $    1,409,419   $   112,947   $    1,965,697  $    157,197    $ 1,880,044   $  1,368,016
                           ==============================================================================================

At December 31, 1999:
   Life insurance in force   $  547,304,907   $ 4,881,384   $  365,336,549  $ 17,212,668    $   465,086   $194,764,728
                           ==============================================================================================

Reserves for future policy
   benefits                  $   14,241,446   $ 4,124,327   $    3,056,908  $    233,126    $ 2,401,859   $  9,695,196
Policy and contract claims
   payable                          127,030        40,341          137,047         1,824        345,323        296,789
                           ----------------------------------------------------------------------------------------------
                             $   14,368,476   $ 4,164,668   $    3,193,955  $    234,950    $ 2,747,182   $  9,991,985
                           ==============================================================================================
</TABLE>



                                      113
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


4. REINSURANCE (CONTINUED)

<TABLE>
<CAPTION>
                                                CEDED/RETROCEDED TO               ASSUMED FROM
                                           --------------------------------------------------------------
                                DIRECT       AFFILIATED   UNAFFILIATED     AFFILIATED     UNAFFILIATED        NET
                                AMOUNT       COMPANIES      COMPANIES      COMPANIES       COMPANIES         AMOUNT
                           ----------------------------------------------------------------------------------------------
<S>                          <C>             <C>           <C>            <C>             <C>             <C>
Year ended
   December 31, 1998:
     Premium revenue         $   1,401,733   $   298,339   $   2,193,006  $     198,460   $   2,499,677   $   1,608,525
                           ==============================================================================================

At December 31, 1998:
   Life insurance in force   $ 190,331,317   $   950,789   $ 307,374,066  $  25,093,946   $ 282,821,689   $ 189,922,097
                           ==============================================================================================

Reserves for future policy
   benefits                  $  14,778,562   $ 4,978,700   $   2,931,865  $     136,208   $   2,424,077   $   9,428,282
Policy and contract claims
   payable                         121,330        45,187         316,533         11,018         385,519         156,147
                           ----------------------------------------------------------------------------------------------
                             $  14,899,892   $ 5,023,887   $   3,248,398  $     147,226   $   2,809,596   $   9,584,429
                           ==============================================================================================

Year ended
   December 31, 1997:
     Premium reserve         $   1,434,511   $   245,606   $   1,296,529  $      75,853   $   1,747,516   $   1,715,745
                           ==============================================================================================

At December 31, 1997:
   Life insurance in force   $ 175,258,666   $         -   $ 272,918,826  $  26,199,512   $ 223,688,654   $ 152,228,006
                           ==============================================================================================

Reserves for future policy
   benefits                  $  15,117,147   $ 5,457,334   $   2,731,647  $      15,306   $   2,922,166   $   9,865,638
Policy and contract claims
   payable                          94,040        42,804         197,351         20,854         357,125         231,864
                           ----------------------------------------------------------------------------------------------
                             $  15,211,187   $ 5,500,138   $   2,928,998  $      36,160   $   3,279,291   $  10,097,502
                           ==============================================================================================
</TABLE>



                                      114
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

4. REINSURANCE (CONTINUED)

<TABLE>
<CAPTION>
                                                            CEDED TO          ASSUMED
                                           DIRECT            OTHER          FROM OTHER           NET
                                           AMOUNT          COMPANIES         COMPANIES          AMOUNT
                                      -----------------------------------------------------------------------
<S>                                     <C>              <C>               <C>              <C>
Year ended December 31, 1999:
     Benefits paid or provided          $    1,632,298   $    1,499,809    $    1,086,642   $    1,219,131
                                      =======================================================================

Year ended December 31, 1998:
     Benefits paid or provided          $    1,576,300   $    1,147,899    $    1,020,085   $    1,448,486
                                      =======================================================================

Year ended December 31, 1997:
     Benefits paid or provided          $    1,631,249   $      955,287    $      887,538   $    1,563,500
                                      =======================================================================
</TABLE>

5. INCOME TAXES

The Company's taxable income or loss is included in the consolidated return of
Transamerica Corporation for the period ended July 21, 1999. The method of
allocation between the companies for the period ended July 21, 1999, is subject
to written agreement approved by the Board of Directors. Tax payments are made
to, or refunds received from, Transamerica Corporation in amounts which would
result from filing separate tax returns with federal taxing authorities, except
that tax benefits attributable to operating losses and other carryovers are
recognized currently since utilization of these benefits is assured by
Transamerica Corporation. The provision does not purport to represent a
proportionate share of the consolidated tax.

For the period beginning July 22, 1999, the Company will join in a consolidated
tax return with certain life affiliates: TALIAC, Transamerica Assurance Company
and Transamerica Life Insurance Company of New York. The method of allocation
between the companies for the period beginning July 22, 1999, will be subject to
written agreement to be approved by the Board of Directors. It is anticipated
that this agreement will require that tax payments are made to, or refunds are
received from, TOLIC, in amounts which would results from filing separate tax
returns with federal taxing authorities.



                                      115
<PAGE>
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

5. INCOME TAXES (CONTINUED)

Amounts due from Transamerica Corporation for federal income taxes are $160
million at December 31, 1999. Amounts due to Transamerica Corporation for
federal income taxes were $28.5 million at December 31, 1998, and are included
in accounts payable and other liabilities in the accompanying balance sheet.

Following is a reconciliation of federal income taxes computed at the statutory
rate with the income tax provision, excluding income taxes related to net
realized gains on investment transactions (in thousands):

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------
<S>                                                    <C>               <C>              <C>
Federal income taxes at statutory rate                 $       61,196    $       18,901   $       57,511
Difference between statutory and tax reserves                  (1,153)           (3,463)          10,045
Deferred acquisition costs capitalized,
   net of amortization                                         13,326             4,677           10,652
Reinsurance adjustments                                       (14,442)           (7,525)          12,900
Difference in statutory and tax bases
   of investments                                              (2,399)          (10,990)          (4,149)
Adjustment to prior year tax provision                         24,640           (13,055)           4,689
Tax credits                                                   (16,000)          (17,698)         (11,127)
Nontaxable affiliate dividends                                (17,500)          (17,500)         (14,000)
Other                                                         (17,338)          (23,755)          (8,007)
                                                     ------------------------------------------------------
Provision (benefit) for income taxes                   $       30,330    $      (70,408)  $       58,514
                                                     ======================================================
</TABLE>

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated, for
tax purposes, in a memorandum account designated as "policyholders' surplus
account." The balance in this account was frozen at December 31, 1983, pursuant
to the Deficit Reduction Act of 1984. This amount would become subject to tax
when it exceeds a certain maximum or when cash dividends are paid therefrom. The
policyholders' surplus account balance at December 31, 1999, was $118 million.
Should the entire amount in the policyholders' surplus account become taxable,
the tax thereon computed at current rates would amount to approximately $41.3
million. No income taxes have been provided on the policyholders' surplus
account since the conditions that would cause such taxes are remote.



                                      116
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


6. INVESTMENTS IN SUBSIDIARIES

The Company's investment in common stocks of its wholly owned subsidiaries with
carrying values, based on the statutory capital and surplus of the subsidiaries,
is summarized as follows (in thousands):


                                                    COST       CARRYING VALUE
                                            ------------------------------------
     At December 31, 1999:
        TALIAC                                $      238,418   $      797,109
        Other                                        206,041          187,291
                                            ------------------------------------
                                              $      444,459   $      984,400
                                            ====================================

     At December 31, 1998:
        TALIAC                                $      237,448   $      830,829
        Others                                       179,891          134,656
                                            ------------------------------------
                                              $      417,339   $      965,485
                                            ====================================

The Company received a $50 million dividend in 1999 and 1998 from its wholly
owned subsidiary, TALIAC.

The Company's investment in preferred stocks of subsidiaries is substantially
all represented by an investment in Transamerica Life Insurance Company of
Canada.

Certain financial information with respect to TALIAC, the Company's principal
subsidiary, is as follows (in thousands):

                                                   DECEMBER 31
                                             1999               1998
                                      ---------------------------------------

     Cash and investments               $    14,046,255    $    13,582,175
     Other assets                             6,339,057          4,783,063
                                      ---------------------------------------
     Total assets                            20,385,312         18,365,238

     Aggregate reserves                       9,221,606          8,084,356
     Other liabilities                       10,366,597          9,450,053
                                      ---------------------------------------
     Total liabilities                       19,588,203         17,534,409
                                      ---------------------------------------
     Total capital and surplus          $       797,109    $       830,829
                                      =======================================



                                      117
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


7. DEFERRED AND UNCOLLECTED PREMIUMS

Components of deferred and uncollected premiums are as follows:

<TABLE>
<CAPTION>
                                                   GROSS           LOADING             NET
                                             ------------------------------------------------------
<S>                                           <C>              <C>               <C>
DECEMBER 31, 1999
Life and annuity:
   Ordinary first-year business               $        8,630   $            -    $        8,630
   Ordinary renewal business                         183,107           36,000           147,107
   Group life direct business                          2,095                -             2,095
                                             ------------------------------------------------------
                                                     193,832           36,000           157,832
Accident and health                                   69,890                -            69,890
                                             ------------------------------------------------------
                                              $      263,722   $       36,000    $      227,722
                                             ======================================================
DECEMBER 31, 1998
Life and annuity:
   Ordinary first-year business               $     (828,090)  $       14,537    $     (842,627)
   Ordinary renewal business                           9,900            8,929               971
   Group life direct business                          5,637                -             5,637
                                             ------------------------------------------------------
                                                    (812,553)          23,466          (836,019)
Accident and health                                   28,068                -            28,068
                                             ------------------------------------------------------
                                              $     (784,485)  $       23,466    $     (807,951)
                                             ======================================================
</TABLE>

The gross deferred and uncollected premiums balance at December 31, 1999, of
$263,722,000 is composed of $431,756,000 direct deferred and uncollected
premiums less reinsurance premiums payable of $168,034,000.

The gross deferred and uncollected premiums balance at December 31, 1998, of
$(784,485,000) is composed of $379,199,000 direct deferred and uncollected
premiums less reinsurance premiums payable of $(1,163,684,000).



                                      118
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


8. ANNUITY RESERVES AND DEPOSIT LIABILITIES

A portion of the Company's policy reserves and other policyholders' funds
(including separate account liabilities) relates to liabilities established on a
variety of the Company's products that are not subject to significant mortality
or morbidity risk; however, there may be certain restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves on
these products, by withdrawal characteristics, are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                          1999                            1998
                                             ----------------------------------------------------------------
                                                  AMOUNT         PERCENT         AMOUNT          PERCENT
                                             ----------------------------------------------------------------
<S>                                              <C>               <C>           <C>              <C>
Subject to discretionary withdrawal - with
   adjustment:
     With market value adjustment              $      9,134          -%       $   2,955,445        21%
     At book value less surrender charge            435,717          3              565,977         4
     At market value                              7,385,279         53            2,319,944        16
                                             ------------------------------------------------------------
                                                  7,830,130         56            5,841,366        41
Subject to discretionary withdrawal -
   without adjustment                             1,748,102         13            1,839,270        13
Not subject to discretionary withdrawal
   provision                                      4,417,004         31            6,710,422        46
                                             ------------------------------------------------------------
Total annuity reserves and deposit
   liabilities                                   13,995,236        100%          14,391,058       100%
                                                                ==========                     ==========
Less reinsurance                                 (5,820,180)                     (6,736,704)
                                               ------------                   -------------
Net annuity reserves and deposit liabilities   $  8,175,056*                  $   7,654,354*
                                               ============                   =============
</TABLE>

*  Includes $3,364 million and $2,622 million of annuity reserves and deposit
   liabilities reported in the separate account liability at December 31, 1999
   and 1998, respectively. Funding agreement liabilities that are a part of the
   separate account liabilities are excluded from the above amounts.

Included in other liabilities is $2,228 million and $1,927 million at December
31, 1999 and 1998, respectively, held pursuant to funding agreements. Funding
agreements are obligations that contain no mortality or morbidity risks.



                                      119
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)

9. CAPITAL AND SURPLUS

The Company is subject to the requirements of the NAIC approved Risk Based
Capital (RBC) rules and at December 31, 1999 and 1998, the Company met the RBC
requirement.

The amount of dividends which can be paid by the Company without prior approval
of the California Department is subject to restrictions related to statutory
surplus and gains from operations. The Company could pay $184 million in
dividends in 2000 without prior approval.

10. PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Substantially all employees are covered by noncontributory defined benefit plans
sponsored by the Company and the Retirement Plan for Salaried Employees of
Transamerica Corporation and Affiliates in which the Company also participates.
Pension benefits are based on the employee's compensation during the highest
paid 60 consecutive months during the 120 months before retirement. The general
policy is to fund current service costs currently and prior service costs over
periods ranging from 10 to 30 years. Assets of those plans are invested
principally in publicly traded stocks and bonds.

The Company's total pension costs were $0.8 million, $0.6 million and $0 million
for the years ended December 31, 1999, 1998 and 1997, respectively.

The Company also participates in various contributory defined benefit programs
sponsored by Transamerica Corporation that provide medical and certain other
benefits to eligible retirees. The Company accounts for the costs of such
benefit programs under the accrual method and amortizes its transition
obligation for retirees and fully eligible or vested employees over 20 years.
Postretirement benefit costs charged to income was $3 million for each of the
years ended December 31, 1999, 1998 and 1997.

11. ASSETS ON DEPOSIT

At December 31, 1999 and 1998, $4 million and $4 million of the Company's assets
were on deposit with public officials in compliance with regulatory
requirements.


                                      120
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


12. RELATED PARTY TRANSACTIONS

The Company has various transactions with Transamerica Corporation and its
affiliated companies in the normal course of operations. These transactions
include the assumption and cession of reinsurance and the performance of certain
administrative and support services for affiliated companies. Such
reimbursements are recorded as a reduction of operating expenses.

Transactions with Transamerica Corporation and its affiliates also include
transactions related to pension plans, investments in a money market fund
managed by an affiliated company, and rental of computer services. Pension funds
administered by a subsidiary for affiliated companies amounted to $1.8 billion,
$1.6 billion and $1.3 billion at December 31, 1999, 1998 and 1997, respectively.
The investment in an affiliated money market fund was not material.

The Company had amounts due from affiliates of $41 million as of December 31,
1999, and $16 million as of December 31, 1998.

In March 1999, the Company entered into an equity collar (which expired December
17, 1999), with an unrelated party to hedge the price fluctuations of their
unaffiliated equity securities portfolio. In addition, Transamerica Corporation
agreed to protect the Company from any ineffectiveness in the hedge that would
expose the Company to loss net of tax benefit. As a result of the
ineffectiveness of the collar with the unrelated party and the payment that the
Company was required to make upon settlement, Transamerica Corporation made a
payment of $172 million to the Company in December 1999.



                                      121
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


13. LEASES

Rental expense for equipment and properties occupied by the Company was $17
million in 1999, $14 million in 1998, and $19 million in 1997. The following is
a schedule by years of future minimum rental payments required under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year as of December 31, 1999 (in thousands):

Year ending December 31:
       2000                                     $        12,203
       2001                                               9,998
       2002                                               7,745
       2003                                               6,728
       2004                                               6,624
       Later years                                       41,701
                                                ---------------
                                                $        84,999
                                                ===============

14. LITIGATION

The Company is a defendant in various legal actions arising from its operations.
These include legal actions similar to those faced by many other major life
insurers which allege damages related to sales practices for universal life
policies sold between January 1981 and June 1996. In one such action, the
Company and plaintiff's counsel entered into a settlement which was approved on
June 26, 1997. The settlement required prompt notification to affected
policyholders. Administrative and policy benefit costs associated with the
settlement of $7 million, $8 million and $15 million after-tax have been
incurred in 1999, 1998 and 1997, respectively, and reflected in these statements
as prior period adjustments. Additional costs related to the settlement are not
expected to be material and will be incurred over a period of years. In the
opinion of the Company, any ultimate liability which might result from other
litigation would not have a materially adverse effect on the combined financial
position of the Company or the results of its operations.

15. SEPARATE ACCOUNTS

Separate accounts held by the Company represent primarily funds which are
administered for pension plans. The assets consist primarily of fixed maturities
and equity securities and are carried at estimated fair value. The Company
provides a minimum guaranteed return to policyholders of certain separate
accounts. Certain other separate accounts do not have any minimum guarantees and
the investment risks associated with market value changes are borne entirely by
the policyholder.


                                      122
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


15. SEPARATE ACCOUNTS (CONTINUED)

Information regarding the separate accounts of the Company as of and for the
year ended December 31, 1999, is as follows (in thousands):

<TABLE>
<CAPTION>
                                        SEPARATE ACCOUNTS WITH GUARANTEES
                                 -------------------------------------------------
                                                   NONINDEXED       NONINDEXED
                                                    GUARANTEE        GUARANTEE      NONGUARANTEED
                                                  LESS THAN OR     GREATER THAN        SEPARATE
                                    INDEXED        EQUAL TO 4%          4%             ACCOUNTS            TOTAL
                                 --------------- ---------------- ---------------- ----------------- ------------------
<S>                                <C>             <C>              <C>              <C>               <C>
Premiums, deposits and other
   considerations                  $         -     $          -     $          -     $     254,076     $     254,076
                                 =============== ================ ================ ================= ==================

Reserves for separate accounts
    with assets at:
     Fair value                    $         -     $          -     $          -     $   3,364,426     $   3,364,426
     Amortized cost                          -                -                -                 -                 -
Other                                        -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------
Total                              $         -     $          -     $          -     $   4,068,126     $   4,068,126
                                 =============== ================ ================ ================= ==================
Reserves for separate accounts
   by withdrawal characteristics:
     Subject to discretionary
       withdrawal (with adjustment):
         With market value
            adjustment             $         -     $          -     $          -     $           -     $           -
         At book value less
            current surrender
            charge of 5% or more             -                -                -                 -                 -
         At market value                                                                 3,364,426         3,364,426
         At book value without
            adjustment and with
            current surrender
            charges less than 5%             -                -                -                 -                 -
                                 --------------- ---------------- ---------------- ----------------- ------------------
Subtotal                                     -                -                -         3,364,426         3,364,426
     Not subject to
       discretionary withdrawal              -                -                -                 -                 -
     Other                                   -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------
Total separate account
   liabilities                     $         -     $          -     $          -     $   4,068,126     $   4,068,126
                                 =============== ================ ================ ================= ==================
</TABLE>



                                      123
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


15. SEPARATE ACCOUNTS (CONTINUED)

A reconciliation of the amounts transferred to and from the separate accounts is
presented below (in thousands):

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------
<S>                                                    <C>               <C>              <C>
Transfer as reported in the summary of
   operations of the separate accounts statement:
     Transfers to separate accounts                    $      255,210    $      352,298   $      454,749
     Transfers from separate accounts                         217,729           173,152          240,381
                                                     ------------------------------------------------------
Net transfers to separate accounts                             37,481           179,146          214,368
Reconciling adjustments:
Deposits (withdrawals) from separate
   accounts                                                    13,091            21,097          (61,370)
                                                     ------------------------------------------------------
Transfers as reported in the statements of income      $       50,572    $      200,243   $      152,998
                                                     ======================================================
</TABLE>

16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY
     ADMINISTRATORS

The Company has the following direct premiums written through managing general
agents (in thousands):

<TABLE>
<CAPTION>
                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------
<S>                                                 <C>      <C>                    <C>        <C>
National Benefit Resources                          No        Specific and          *          $         38
                                                                Aggregate
                                                             Excess of Loss
                                                               Insurance

R. E. Moulton Insurance Agency, Inc.                No        Specific and          *                 6,698
                                                                Aggregate
                                                             Excess of Loss
                                                               Insurance
</TABLE>



                                      124
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY
     ADMINISTRATORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------
<S>                                                 <C>     <C>                     <C>              <C>
Intermediary Insurance Services, Inc.               No        Specific and          *                 2,969
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

Excess Reinsurance Underwriters                     No        Specific and          *                12,536
   Agency, Inc.                                                 Aggregate
                                                             Excess of Loss
                                                                Insurance

Risk Assessment Strategies                          No        Specific and          *                   576
                                                                Aggregate
                                                             Excess of Loss
                                                               Insurance

North American Insurance Management                Yes        Occupational          *                 1,453
                                                              Accident -
                                                            Excess of Loss
                                                               Insurance

Health Reinsurance Management Partnership           No       Provider Excess        *                25,173

Self Funding Systems                                No        Specific and          *                   119
                                                               Aggregate
                                                              Excess of Loss
                                                                Insurance
</TABLE>

* Premium collection, underwriting and commission/claim payments authority
  granted.



                                      125
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

           NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS (CONTINUED)


17. NAIC CODIFICATION

In 1998, the NAIC adopted codified statutory accounting principles
(Codification) effective January 1, 2001. Codification will likely change, to
some extent, prescribed statutory accounting practices and may result in changes
to the accounting practices that the Company uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domesticated within those states. Accordingly, before Codification
becomes effective for the Company, the state of California must adopt
Codification as the prescribed basis of accounting on which domestic insurers
must report their statutory-basis results to the Insurance Department. The state
of California has stated affirmatively that it will adopt Codification effective
January 1, 2001. Management believes that the impact of Codification will not be
material to the Company's statutory-basis financial statements

18. YEAR 2000 (UNAUDITED)

In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In 1999, the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues, either with its
products, its internal systems, or the products and services of third parties.
The Company will continue to monitor its mission critical computer applications
and those of its suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.



                                      126
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

       SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
                                - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

                                DECEMBER 31, 1999

SCHEDULE I

<TABLE>
<CAPTION>
                                                                                           AMOUNT AT
                                                                                          WHICH SHOWN
                                                                           MARKET            IN THE
TYPE OF INVESTMENT                                    COST (1)             VALUE          BALANCE SHEET
- -----------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>
FIXED MATURITIES
Bonds:
   United States government and government
     agencies and authorities                     $       189,325    $       198,753   $        189,325
   States, municipalities and political
     subdivisions                                         106,484            108,675            106,484
   Foreign governments                                     50,820             47,845             50,820
   Public utilities                                     1,718,582          1,699,760          1,718,582
   All other corporate bonds                            9,345,228          9,218,159          9,345,228
   Mortgage and other asset-backed securities
                                                        1,410,365          1,408,266          1,410,365
Redeemable preferred stock                                 66,841             30,448             66,371
                                                -----------------------------------------------------------
Total fixed maturities                                 12,887,645         12,711,906         12,887,175

EQUITY SECURITIES
Common stocks:
   Affiliated entities                                    444,459            984,400            984,400
   Banks, trust and insurance                              36,481             38,892             38,892
   Industrial, miscellaneous and all other                625,734          1,231,147          1,231,147
   Nonredeemable preferred stock                           69,079             62,623             69,079
                                                -----------------------------------------------------------
Total equity securities                                 1,175,753          2,317,062          2,323,518

Mortgage loans on real estate                             385,590            363,650            385,590
Real estate                                               101,195             50,000            101,195
Policy loans                                              409,534            396,956            409,534
Other long-term investments                               218,997            155,562            218,997
Cash and short-term investments                           132,454            132,454            132,454
                                                -----------------------------------------------------------
Total investments                                 $    15,311,168    $    16,127,590    $    16,458,463
                                                ===========================================================
</TABLE>

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



                                      127
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

              SUPPLEMENTARY INSURANCE INFORMATION - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

SCHEDULE III

<TABLE>
<CAPTION>
                                                     FUTURE POLICY                           POLICY AND
                                                     BENEFITS AND         UNEARNED            CONTRACT
                                                       EXPENSES           PREMIUMS          LIABILITIES
- -----------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                <C>
Year ended December 31, 1999
Individual life                                   $     4,988,602    $             -    $       240,452
Individual health                                          42,065             28,046             33,481
Group life and health                                      31,586              2,616             32,963
Annuity                                                 4,602,281                  -            (10,107)
                                                -----------------------------------------------------------
                                                        9,664,534             30,662            296,789

Year ended December 31, 1998
Individual life                                         4,595,349                  -            121,089
Individual health                                          26,439             41,669             (9,445)
Group life and health                                      12,953              3,675             47,840
Annuity                                                 4,748,197                  -             (3,337)
                                                -----------------------------------------------------------
                                                        9,382,938             45,344            156,147

Year ended December 31, 1997
Individual life                                         4,207,937                  -            155,424
Individual health                                          27,254             31,297              2,606
Group life and health                                      16,964              2,124             51,052
Annuity                                                 5,580,062                  -             22,781
                                                -----------------------------------------------------------
                                                  $     9,832,217    $        33,421    $       231,863
                                                ===========================================================
</TABLE>




                                      128
<PAGE>


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

        SUPPLEMENTARY INSURANCE INFORMATION - STATUTORY BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                              NET         BENEFITS, CLAIMS          OTHER
       PREMIUM           INVESTMENT         LOSSES AND           OPERATING           PREMIUMS
       REVENUE             INCOME*      SETTELEMNT EXPENSES       EXPENSES*            WRITTEN
- -------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>                 <C>
  $       891,749     $       405,705    $       909,143    $       703,605     $     1,178,607
          (10,184)              2,770            (33,811)            35,665              80,328
          158,775              10,967            134,414            124,689              65,217
          327,676             705,600          1,283,024            736,327              85,267
- --------------------------------------------------------------------------------------------------
        1,368,016           1,125,042          2,292,770          1,600,286           1,409,419


          905,725             400,313          1,242,592            492,976           1,087,850
           51,827               4,483              3,265            100,839              63,828
          195,431               4,003            160,581             89,231              50,433
          455,542             669,744            312,946          2,218,202             199,622
- --------------------------------------------------------------------------------------------------
        1,608,525           1,078,543          1,719,384          2,901,248           1,401,733


          761,853             370,027            933,474            383,255           1,042,734
           23,988               6,216             19,252             49,460              56,861
          236,688               5,074            200,224            123,772             111,314
          693,216             646,737            305,491          1,702,770             223,602
- --------------------------------------------------------------------------------------------------
  $     1,715,745     $     1,028,054    $     1,458,441    $     2,259,257     $     1,434,511
==================================================================================================
</TABLE>


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



                                      129
<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                          REINSURANCE - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

SCHEDULE IV

<TABLE>
<CAPTION>
                                                                         ASSUMED                           PERCENTAGE
                                                       CEDED TO            FROM                             OF AMOUNT
                                      GROSS              OTHER            OTHER              NET             ASSUMED
                                      AMOUNT           COMPANIES        COMPANIES           AMOUNT           TO NET
- -------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>              <C>               <C>                      <C>
Year ended December 31,
   1999
Life insurance in force           $  547,304,907    $  370,217,933   $   17,677,754    $  194,764,728           9%

Premiums:
   Individual life                $    1,178,607    $    1,220,329   $      933,471    $      891,749         105%
   Individual health                      80,328            97,296            6,784           (10,184)          -%
   Group life and health                  65,217           247,870          341,428           158,775         215%
   Annuity                                85,267           513,149          755,558           327,676         231%
                                -----------------------------------------------------------------------------------------
                                  $    1,409,419    $    2,078,644   $    2,037,241    $    1,368,016         149%
                                =========================================================================================

Year ended December 31,
   1998
Life insurance in force           $  190,331,317    $  308,297,855   $  307,915,635    $  189,922,097         162%

Premiums:
   Individual life                $    1,087,850    $      958,929   $      776,803    $      905,725          86%
   Individual health                      63,828           134,991          122,991            51,827         237%
   Group life and health                  50,433           268,973          413,971           195,431         212%
   Annuity                               199,622         1,128,452        1,384,372           455,542         304%
                                -----------------------------------------------------------------------------------------
                                  $    1,401,733    $    2,491,345   $    2,698,137    $    1,608,525         168%
                                =========================================================================================

Year ended December 31,
   1997
Life insurance in force           $  175,258,666    $  272,918,826   $  249,888,166    $  152,228,006         164%

Premiums:
   Individual life                $    1,042,734    $      967,543   $      686,662    $      761,853          90%
   Individual health                      56,861            47,651           14,778            23,988          61%
   Group life and health                 111,314           274,270          399,644           236,688         169%
   Annuity                               223,602           252,671          722,285           693,216         104%
                                -----------------------------------------------------------------------------------------
                                  $    1,434,511    $    1,542,135   $    1,823,369    $    1,715,745         106%
                                =========================================================================================
</TABLE>



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