WRL SERIES LIFE ACCOUNT, 485APOS, 1996-03-01

WRL SERIES LIFE ACCOUNT
485APOS, 1996-03-01

Previous: INSURED MUNICIPALS INCOME TRUST SERIES 158, 497J, 1996-03-01

Next: WRL SERIES LIFE ACCOUNT, 485APOS, 1996-03-01

As filed with the Securities and Exchange Commission on March 1, 1996

Registration File Nos. 33-31140/811-4420

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 11

FORM S-6
---------------------------------

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

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

WRL SERIES LIFE ACCOUNT
(Exact Name of Trust)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Name of Depositor)

201 Highland Avenue
Largo, Florida 34640
(Complete Address of Depositor's Principal Executive Offices)

Thomas E. Pierpan, Esq.
Vice President and Counsel
Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 34640
(Name and Complete Address of Agent for Service)

Copies to:

Stephen E. Roth, Esq.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

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

It is proposed that this filing will become effective (check appropriate space):

____ immediately upon filing pursuant to paragraph (b) of Rule 485

____ on DATE , pursuant to paragraph (b) of Rule 485

____ 60 days after filing pursuant to paragraph (a) of Rule 485

X on MAY 1, 1996 , pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2, the Registrant has chosen to register an indefinite
amount of the securities being offered. The Rule 24f-2 Notice for Registrant's
most recent fiscal year was filed on February 28, 1996.

<PAGE>

CROSS REFERENCE TO ITEMS REQUIRED

BY FORM N-8B-2

N-8B-2 ITEM CAPTION IN PROSPECTUS
- ----------- ---------------------

1 Cover Page; The Series Account

2 Cover Page; Western Reserve Life Assurance Co. of Ohio

3 Not Applicable

4 Distribution of the Policies

5 The Series Account

6 The Series Account

7 Not Applicable

8 Not Applicable

9 Legal Proceedings

10 Introduction; Policy Benefits; Payment and Allocation of
Premiums; Investments of the Series Account; Policy Rights

11 The Series Account; WRL Series Fund, Inc.

12 The Series Account; WRL Series Fund, Inc.

13 Charges and Deductions; The Series Account; Investments of
the Series Account

14 Introduction; Allocation of Premiums and Cash Value

15 Allocation of Premiums and Cash Values

16 The Series Account

17 Cash Value; The Series Account; Policy Rights

18 Payment and Allocation of Premiums; Cash Value

19 Voting Rights of the Series Account; Reports and Records

<PAGE>

N-8B-2 ITEM CAPTION IN PROSPECTUS
- ----------- ---------------------

20 Not Applicable

21 Loan Privileges

22 Not Applicable

23 Safekeeping of the Series Account's Assets

24 Policy Rights

25 Western Reserve Life Assurance Co. of Ohio

26 Not Applicable

27 Western Reserve Life Assurance Co. of Ohio; The Series
Account; WRL Series Fund, Inc.

28 Western Reserve Life Assurance Co. of Ohio; Executive
Officers and Directors of Western Reserve Life Assurance
Co. of Ohio

29 Western Reserve Life Assurance Co. of Ohio

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 Western Reserve Life Assurance Co. of Ohio

36 Not Applicable

37 Not Applicable

38 Distribution of the Policies

39 Distribution of the Policies

<PAGE>

N-8B-2 ITEM CAPTION IN PROSPECTUS
- ----------- ---------------------

40 Not Applicable

41 Distribution of the Policies; Western Reserve Life
Assurance Co. of Ohio

42 Not Applicable

43 Not Applicable

44 Cash Value

45 Not Applicable

46 Cash Value

47 Introduction; Allocation of Premiums and Cash Value

48 Not Applicable

49 Not Applicable

50 Not Applicable

51 Introduction; Western Reserve Life Assurance Co. of Ohio;
Policy Benefits; Charges and Deductions

52 The Series Account; WRL Series Fund, Inc.

53 Federal Tax Matters

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Not Applicable

<PAGE>
WRL FREEDOM EQUITY PROTECTOR/Registered Trademark/
INDIVIDUAL FLEXIBLE
PREMIUM VARIABLE LIFE
INSURANCE POLICY

Issued by
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
201 Highland Avenue
Largo, Florida 34640
(800) 851-9777
(813) 585-6565

The individual flexible premium variable life insurance policy ("Policy")
issued by Western Reserve Life Assurance Co. of Ohio ("Western Reserve") and
described in this Prospectus is designed to provide lifetime insurance
protection and maximum flexibility in connection with premium payments and
death benefits. A Policyowner may, subject to certain restrictions, vary the
timing and amount of premium payments and increase or decrease the level of
life insurance benefits payable under the Policy. This flexibility allows a
Policyowner to provide for changing insurance needs under a single life
insurance policy. The minimum Specified Amount for a Policy at issue is
generally $50,000, declining to $25,000 after age 45.

The Policy provides a death benefit payable at the Insured's death, and a
Net Surrender Value that can be obtained by completely or partially
surrendering the Policy. Net premiums are allocated according to the
Policyowner's directions among the Sub-Accounts of the WRL Series Life
Account ("Series Account"), or to a fixed interest account ("Fixed Account")
or a combination of both. With respect to amounts allocated to Sub-Accounts
of the Series Account, the amount of the death benefit may, and the Cash
Value will, vary to reflect both the investment experience of the
Sub-Accounts and the timing and amount of additional premium payments.
However, as long as the Policy remains In Force, Western Reserve guarantees
that the death benefit will never be less than the Specified Amount of the
Policy. While additional premium payments are not required under the Policy,
additional premium payments may be necessary to prevent Lapse if there is
insufficient Net Surrender Value.

The Policy provides a free-look period. The Policyowner may cancel the
Policy within 10 days after the Policyowner receives it, or 10 days after
Western Reserve mails or delivers a written notice of withdrawal right to the
Policyowner, or within 45 days after signing the application, whichever is
latest. Certain states require a free-look period longer than 10 days, either
for all Policyowners or for certain classes of Policyowners.

The assets of each Sub-Account of the Series Account will be invested
solely in a corresponding Portfolio of the WRL Series Fund, Inc. (the
"Fund"). The Prospectuses for the Fund describe the investment objectives and
the risks of investing in the Portfolios of the Fund corresponding to the
Sub-Accounts currently available under the Policy. The Policyowner bears the
entire investment risk for all amounts allocated to the Series Account; there
is no guaranteed minimum Cash Value.

It may not be to your advantage to replace existing insurance or
supplement an existing flexible premium variable life insurance policy with a
Policy described in this Prospectus.

Please read this Prospectus and the Prospectuses for the Fund carefully
and retain for future reference.

THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK OR DEPOSITORY INSTITUTION, AND THE POLICY IS NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR
THE PORTFOLIOS OF THE WRL SERIES FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE
AVAILABLE IN ALL STATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

Prospectus Dated May 1, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>

<CAPTION>
PAGE
---------
<S> <C>
DEFINITIONS ........................................ 1
INTRODUCTION ....................................... 2
INVESTMENT EXPERIENCE INFORMATION .................. 5
Rates of Return ................................... 6
Death Benefit, Cash Value and Net Surrender Value
Illustrations ................................... 6
Other Performance Data ............................ 10
WESTERN RESERVE AND THE
SERIES ACCOUNT ..................................... 11
Western Reserve Life Assurance Co.
of Ohio ......................................... 11
The Series Account ................................ 11
POLICY BENEFITS .................................... 11
Death Benefit ..................................... 11
When Insurance Coverage Takes Effect .............. 13
Terminal Illness Accelerated Death
Benefit Rider ................................... 14
Cash Value ........................................ 14
INVESTMENTS OF THE SERIES ACCOUNT .................. 15
WRL Series Fund, Inc. ............................. 15
Addition, Deletion, or Substitution
of Investments .................................. 18
PAYMENT AND ALLOCATION OF PREMIUMS ................. 18
Issuance of a Policy .............................. 18
Premiums .......................................... 18
Allocation of Premiums and Cash Value ............. 19
Dollar Cost Averaging ............................. 20
Asset Rebalancing Program ......................... 21
Policy Lapse and Reinstatement .................... 21
CHARGES AND DEDUCTIONS ............................. 22
Premium Expense Charges ........................... 22
Contingent Surrender Charges ...................... 22
Cash Value Charges ................................ 24
Optional Cash Value Charges ....................... 24
Charges Against the Series Account ................ 25
Group or Sponsored Arrangements ................... 25
Protector Plus Program ............................ 25
POLICY RIGHTS ...................................... 26
Loan Privileges ................................... 26
Surrender Privileges .............................. 27
Examination of Policy Privilege ("Free-Look") .... 28
Conversion Rights ................................. 28
Benefits at Maturity .............................. 28
Payment of Policy Benefits ........................ 28
GENERAL PROVISIONS ................................. 29
Postponement of Payments .......................... 29
The Contract ...................................... 29
Suicide ........................................... 29
Incontestability .................................. 29
Change of Owner or Beneficiary .................... 29
Assignment ........................................ 29
Misstatement of Age or Sex ........................ 30
Reports and Records ............................... 30
Optional Insurance Benefits ....................... 30
THE FIXED ACCOUNT .................................. 31
Fixed Account Value ............................... 31
Minimum Guaranteed and Current
Interest Rates .................................. 31
Allocations, Transfers and Withdrawals ............ 31
DISTRIBUTION OF THE POLICIES ....................... 32
FEDERAL TAX MATTERS ................................ 32
Introduction ...................................... 32
Tax Charges ....................................... 32
Tax Status of the Policy .......................... 32
Tax Treatment of Policy Benefits .................. 33
Employment-Related Benefit Plans .................. 34
SAFEKEEPING OF THE SERIES
ACCOUNT'S ASSETS ................................... 34
VOTING RIGHTS OF THE SERIES ACCOUNT ................ 35
STATE REGULATION OF WESTERN
RESERVE ............................................ 35
REINSURANCE ........................................ 35
EXECUTIVE OFFICERS AND DIRECTORS
OF WESTERN RESERVE ................................. 35
LEGAL MATTERS ...................................... 36
LEGAL PROCEEDINGS .................................. 36
EXPERTS ............................................ 36
ADDITIONAL INFORMATION ............................. 36

i
<PAGE>
PAGE
---------
INFORMATION ABOUT
WESTERN RESERVE'S
FINANCIAL STATEMENTS ............................... 36
APPENDIX A - ILLUSTRATION
OF BENEFITS ........................................ 37
APPENDIX B - LONG TERM MARKET TRENDS ............... 41
INDEX TO FINANCIAL
STATEMENTS ......................................... 43
</TABLE>

The Policy is not available in the State of New York

i
<PAGE>
DEFINITIONS

ACCOUNTS -- Allocation options including the Fixed Account and
Sub-Accounts of the Series Account.

ATTAINED AGE -- The Issue Age plus the number of completed Policy years.

ANNIVERSARY -- The same day and month as the Policy Date for each
succeeding year the Policy remains In Force.

BENEFICIARY -- The person or persons specified by the Owner as entitled to
receive the death benefit proceeds under the Policy.

CASH VALUE -- The sum of the values in each Sub-Account plus the Policy's
value in the Fixed Account.

FIXED ACCOUNT -- An allocation option other than the Series Account. The
Fixed Account is part of Western Reserve's General Account. For Policies
issued in New Jersey, the Fixed Account is used solely for Policy loans, and
is not available for allocation of Net Premiums or transfers of Cash Value
from the Sub-Accounts.

FUND -- WRL Series Fund, Inc., a registered management investment company
in which the assets of the Series Account are invested.

GENERAL ACCOUNT -- The assets of Western Reserve other than those
allocated to the Series Account or any other separate account.

GUIDELINE PREMIUM -- The level annual premium payment necessary to provide
the benefits selected by the Policyowner under the Policy through its
Maturity Date, based on the particular facts relating to the Insured and
certain assumptions allowed by law. The dollar amount of the Guideline
Premium is shown on the Policy's Schedule Page.

IN FORCE -- Condition under which the coverage is active and the Insured's
life remains insured.

INITIAL PREMIUM -- The amount which must be paid before coverage begins.

INSURED -- The person upon whose life the Policy is issued.

ISSUE AGE -- Issue Age refers to the age on the Insured's birthday nearest
the Policy Date.

LAPSE -- Termination of the Policy at the end of the grace period.

LOAN RESERVE -- A part of the Fixed Account to which amounts are
transferred as collateral for Policy loans.

MATURITY DATE -- The date when coverage under the Policy will terminate if
the Insured is living and the Policy is In Force.

MONTHLY ANNIVERSARY OR MONTHIVERSARY -- The same date in each succeeding
month as the Policy Date. For purposes of the Series Account, whenever the
Monthly Anniversary falls on a date other than a Valuation Date, the Monthly
Anniversary will be deemed to be the next Valuation Date.

NET SURRENDER VALUE -- The amount payable upon surrender of the Policy
equal to the Cash Value less indebtedness and less any surrender charge.

NET PREMIUM -- The portion of the premium available for allocation to
either the Fixed Account or the Sub-Accounts of the Series Account equal to
the premium paid by the Policyowner less any applicable premium expense
charges.

OFFICE -- The administrative office of Western Reserve whose mailing
address is P. O. Box 5068, Clearwater, Florida 34618-5068.

PLANNED PERIODIC PREMIUM -- A scheduled premium of a level amount at a
fixed interval over a specified period of time.

POLICY -- The flexible premium variable life insurance policy offered by
Western Reserve and described in this Prospectus.

POLICY DATE -- The date set forth in the Policy when insurance coverage is
effective and monthly deductions commence under the Policy. The Policy Date
is used to determine Policy years and Policy Months. Policy Anniversaries are
measured from the Policy Date.

POLICY MONTH -- A month beginning on the Monthly Anniversary.

POLICYOWNER ("OWNER") -- The person who owns the Policy and who may
exercise all rights under the Policy while living.

PORTFOLIO -- A separate investment portfolio of the Fund.

1
<PAGE>
RECORD DATE -- The date the Policy is recorded on the books of Western
Reserve as an In Force Policy.

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

SPECIFIED AMOUNT -- The minimum death benefit payable under the Policy as
long as the Policy remains In Force. The death benefit proceeds will be
reduced by any outstanding indebtedness and any due and unpaid charges.

SUB-ACCOUNT -- A sub-division of the Series Account. Each Sub-Account
invests exclusively in the shares of a specified Portfolio of the Fund.

TERMINATION -- Condition when the Insured's life is no longer insured
under the coverage provided.

VALUATION DATE --Any day on which Western Reserve is required by law to
value the assets of the Series Account.

VALUATION PERIOD -- The period commencing at the end of one Valuation Date
and continuing to the end of the next succeeding Valuation Date.

1
<PAGE>
INTRODUCTION

1. WHAT IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL
FIXED-BENEFIT LIFE INSURANCE POLICY?

Like conventional fixed-benefit life insurance, as long as the Policy
remains In Force, the Policy will provide for: (1) the payment of a
minimum death benefit to a Beneficiary upon the Insured's death; (2) the
accumulation of Cash Value; and (3) surrender rights and Policy loan
privileges.

The Policy differs from conventional fixed-benefit life insurance by
allowing Policyowners to allocate Net Premiums to one or more
Sub-Accounts of the Series Account, or to the Fixed Account, or to a
combination of both. (For Policies issued in New Jersey, the Fixed
Account is not available for allocation of Net Premiums.) Each
Sub-Account invests in a designated Portfolio of the Fund. The amount
and/or duration of the life insurance coverage and the Cash Value of the
Policy are not guaranteed and may increase or decrease depending upon the
investment experience of the Sub-Accounts. Accordingly, the Policyowner
bears the investment risk of any depreciation in value of the underlying
assets of the Series Account but reaps the benefits of any appreciation
in value. (See Allocation of Premiums and Cash Value - Allocation of Net
Premiums, p. 27.) Unlike conventional fixed-benefit life insurance, a
Policyowner also has the flexibility, subject to certain restrictions
(see Premiums - Premium Limitations, p. 26), to vary the frequency and
amount of premium payments and to adjust the death benefits payable under
the Policy by increasing or decreasing the Specified Amount. Thus, unlike
conventional fixed-benefit life insurance, the Policy does not require a
Policyowner to adhere to a fixed premium schedule. Moreover, the failure
to pay a scheduled premium ("Planned Periodic Premium") will not itself
cause the Policy to Lapse, although additional premium payments may be
necessary to prevent Lapse if Net Surrender Value is insufficient to pay
certain monthly charges, and a grace period expires without a sufficient
payment. (See Policy Lapse and Reinstatement - Lapse, p. 28.)

2. WHAT DEATH BENEFIT OPTIONS ARE AVAILABLE UNDER THE POLICY?

The Policy provides the payment of benefits upon the death of the
Insured. The Policy contains two death benefit options. Under Death
Benefit Option A, the death benefit is the greater of the Specified
Amount of the Policy or a specified percentage times the Cash Value of
the Policy on the date of death of the Insured. Under Death Benefit
Option B, the death benefit is the greater of the Specified Amount of the
Policy plus the Cash Value of the Policy on the date of death of the
Insured or a specified percentage times the Cash Value of the Policy on
the date of death of the Insured. As long as the Policy remains In Force,
the minimum death benefit payable under either option will be the current
Specified Amount. The amount of death benefit will be reduced by any
outstanding indebtedness and any due and unpaid charges, and increased by
any additional insurance benefits added by rider and any unearned loan
interest. Under Western Reserve's current rules, the minimum Specified
Amount for a Policy at issue is generally $50,000, declining to $25,000
after age 45. The minimum Specified Amount will be set forth in the
Policyowner's Policy. (See Policy Benefits - Death Benefit, p. 16.)

Optional insurance benefits offered under the Policy include a
Children's Insurance Rider; an Other Insured Rider; an Accidental Death
Benefit Rider; an Option to Increase Specified Amount Rider; a Disability
Waiver Rider; a Disability Waiver and Income Rider; and Primary Insured
Riders. (See Optional Cash Value Charges - Optional Insurance Benefits,
p. 33.) The cost of these optional insurance benefits will be deducted
from Cash Value as part of the monthly deduction. (See Charges and
Deductions - Cash Value Charges, p. 32.)

A Terminal Illness Accelerated Death Benefit Rider is automatically
included with every Policy at no additional charge. This rider makes a
"Single Sum Benefit" available prior to the Insured's death if the
Insured has incurred a condition resulting from illness which, as
determined by a Physician, has reduced the Insured's life expectancy as
defined in the rider. (See Policy Benefits - Death Benefit - Terminal
Illness Accelerated Death Benefit Rider, p. 20.)

Benefits under the Policy may be paid in a lump sum or under one of the
settlement options set forth in the Policy. (See Payment of Policy
Benefits - Settlement Options, p. 39.)

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

Under either death benefit option, as long as the Policy remains In
Force, the death benefit will not be less than the current Specified
Amount of the Policy. The amount of death benefit will be reduced by any
outstanding indebtedness and any due and unpaid charges. The death
benefit may, however, exceed the Specified Amount under certain
circumstances. The amount by which the death benefit exceeds the
Specified Amount depends upon the option chosen and the Cash Value of the
Policy. (See Policy Benefits - Death Benefit, p. 16.)
2
<PAGE>
The Policy's Cash Value in the Series Account will reflect the amount
and frequency of premium payments, the investment experience of the
chosen Sub-Accounts of the Series Account, any cash withdrawals, and any
charges imposed in connection with the Policy. The entire investment risk
for amounts allocated to the Series Account is borne by the Policyowner;
Western

2
<PAGE>
Reserve does not guarantee a minimum Cash Value. (See Policy Benefits -
Cash Value, p. 21.)

4. WHAT FLEXIBILITY DOES A POLICYOWNER HAVE TO ADJUST THE AMOUNT OF THE
DEATH BENEFIT?

The Policyowner has significant flexibility to adjust the death benefit
payable by changing the Death Benefit Option type, and by increasing or
decreasing the Specified Amount of the Policy or adding riders to
increase the total death benefit payable. No change in the Death Benefit
Option type may be made during the first three Policy years. The
Policyowner may change the death benefit option only once each Policy
year after the third Policy year. (See Death Benefit - Change in Death
Benefit Option, p. 17.) No increase in the Specified Amount may be
requested during the first Policy year nor on or after the Insured's
Attained Age 75, and no decrease may be requested during the first three
Policy years. Any increase in the Specified Amount will require
additional evidence of insurability satisfactory to Western Reserve (see
Policy Benefits - Death Benefit, p. 16), and will result in additional
charges. (See Cash Value Charges - Cost of Insurance, p. 32.)

5. WHAT FLEXIBILITY DOES A POLICYOWNER HAVE IN CONNECTION WITH PREMIUM
PAYMENTS?

A Policyowner has considerable flexibility concerning the amount and
frequency of premium payments. Western Reserve will require the
Policyowner to pay an Initial Premium at least equal to a minimum monthly
first year premium set forth in the Policy before issuing the Policy.
Thereafter, a Policyowner may, subject to certain restrictions, make
premium payments in any amount and at any frequency. (See Payment and
Allocation of Premiums - Premiums, p. 26.) Each Policyowner will also
determine a Planned Periodic Premium schedule. The schedule will provide
a premium payment of a level amount at a fixed interval over a specified
period of time. The amount and frequency of Planned Periodic Premium
payments will be prescribed in the Policy. The amount and frequency of
Planned Periodic Premium payments may be changed upon written request.
(See Premiums - Planned Periodic Premiums, p. 26.)

6. HOW LONG WILL THE POLICY REMAIN IN FORCE?

The Policy will Lapse only when Net Surrender Value is insufficient to
pay the monthly deduction (see Charges and Deductions - Cash Value
Charges, p. 32), and a grace period expires without a sufficient payment
by the Policyowner. (See Loan Privileges - Indebtedness, p. 37.) However,
during the first three Policy years, the Policy will remain In Force and
no grace period will begin provided there is no increase in the Specified
Amount or addition of any riders, and the total premiums received (minus
any withdrawals and minus any outstanding loans) equal or exceed the
minimum monthly guarantee premium shown in the Policy times the number of
months since the Policy Date, including the current month. The Policy,
therefore, differs in two important respects from a conventional life
insurance policy. First, the failure to pay a Planned Periodic Premium
will not automatically cause the Policy to Lapse. Second, the Policy can
lapse even if Planned Periodic Premiums or premiums in other amounts have
been paid, if Net Surrender Value is insufficient to pay certain monthly
charges, and a grace period expires without a sufficient payment. Such a
Lapse could happen if the investment experience has been sufficiently
unfavorable to have resulted in a decrease in the Net Surrender Value, or
the Net Surrender Value has decreased because not enough premiums have
been paid to offset the monthly charges. If the Insured is alive and the
Policy is In Force on the Maturity Date, which is the Insured's 95th
birthday, the Policy will then terminate and no longer be In Force,
unless Western Reserve is willing to extend the Maturity Date and there
are no unfavorable tax consequences. The Net Surrender Value as of the
Maturity Date will be paid to the Policyowner.

7. HOW ARE NET PREMIUMS ALLOCATED?

The portion of the premium available for allocation ("Net Premium")
equals the premium paid less the premium expense charges. (See Charges
and Deductions - Premium Expense Charges, p. 30.) The Policyowner
initially determines the allocation of the Net Premium among the
Sub-Accounts of the Series Account, each of which invests in shares of a
designated Portfolio of the Fund, or to the Fixed Account, or a
combination. (For Policies issued in New Jersey, the Fixed Account is not
available for allocation of Net Premiums.) Each Portfolio has a different
investment objective. (See Investments of the Series Account - WRL Series
Fund, Inc., p. 22.) The allocation of future Net Premiums may be changed
without charge at any time by providing Western Reserve with written
notification from the Policyowner, or by calling Western Reserve's
toll-free number, 1-800-851-9777.

Subject to certain restrictions, a Policyowner may transfer Cash Value
among the Sub-Accounts of the Series Account or from the Sub-Accounts to
the Fixed Account. Transfers may also be made from the Fixed Account to
the Sub-Accounts subject to certain restrictions. (For Policies issued in

3
<PAGE>
New Jersey, the Fixed Account is not available for transfers of Cash
Value from the Sub-Accounts.) The transfer will be effective on the first
Valuation Date on or following the day appropriate notice of such
transfer is received at the Office of Western Reserve. (See Allocation of
Premiums and Cash Value - Transfers, p. 28 and The Fixed Account -
Allocations, Transfers and Withdrawals, p. 43.)

3
<PAGE>
8. IS THERE A "FREE-LOOK" PERIOD?

Yes, the Policy provides a free-look period. The Policyowner may cancel
the Policy within 10 days after the Policyowner receives it, or 10 days
after Western Reserve mails or delivers a written notice of withdrawal
right to the Policyowner, or within 45 days after signing the
application, whichever is latest. Certain states require a Free-Look
period longer than 10 days, either for all Policyowners or for certain
classes of Policyowners. In most states, Western Reserve will refund the
value of the amounts allocated to the Accounts plus any charges
previously deducted. (See Policy Rights - Examination of Policy
Privilege, p. 38.)

9. MAY THE POLICY BE SURRENDERED?

Yes, the Policyowner may totally surrender the Policy at any time and
receive the Net Surrender Value of the Policy. Subject to certain
limitations, the Policyowner may also make cash withdrawals from the
Policy at any time after the first Policy year and prior to the Maturity
Date. (See Policy Rights - Surrender Privileges, p. 37.) If Death Benefit
Option A is in effect, cash withdrawals will reduce the Policy's
Specified Amount by the amount of the cash withdrawal.

10. WHAT IS THE LOAN PRIVILEGE?

After the first Policy Anniversary, a Policyowner may obtain a Policy
loan in any amount which is not greater than 90% of the Cash Value less
any surrender charge and any already outstanding loan. Western Reserve
reserves the right to permit a Policy Loan prior to the first Policy
Anniversary for Policies issued pursuant to a transfer of cash values
from another life insurance policy, or an annuity contract, under Section
1035(a) of the Internal Revenue Code of 1986, as amended. It should be
noted, however, that a loan taken from, or secured by, a Policy may be
treated as a taxable distribution, and also may be subject to a penalty
tax. (See Federal Tax Matters, p. 44.)

For Policies issued prior to May 1, 1994, the interest rate charged on
Policy loans is at the rate of 7.4% payable annually in advance. For
Policies issued on or after May 1, 1994, the interest rate on a Policy
loan is 5.2% payable annually in advance in all states. For the following
states, the interest rate on a Policy loan is 7.4% for all Policies
issued prior to, and 5.2% for Policies issued on or after, the date
indicated: Idaho - May 24, 1994, Montana - May 20, 1994, Rhode Island -
May 19, 1994, Oregon - June 27, 1994, Minnesota - December 28, 1994,
Vermont - February 21, 1996. The requested loan amount, plus interest in
advance, will be transferred from the Accounts to the Loan Reserve and
credited at the end of each Policy year with guaranteed interest at a
rate of 4% per year. Western Reserve may from time to time, and in its
sole discretion, credit the Loan Reserve with additional interest at a
rate higher than 4% per year. The Loan Reserve is currently credited with
a rate higher than 4% per year. The minimum loan amount is generally
$500. (See Policy Rights - Loan Privileges, p. 36.) Upon repayment of a
loan, amounts in the Loan Reserve in excess of the outstanding value of
the loan are currently transferred to the Accounts in the same manner as
Net Premium allocations; however, Western Reserve may in the future
require these amounts to be transferred to the Fixed Account. (See The
Fixed Account, p. 42.)

There are risks involved in taking a Policy loan, a few of which
include the potential for a Policy to lapse if projected earnings, taking
into account any outstanding loans, are not achieved, as well as adverse
tax consequences which occur if a Policy lapses with loans outstanding.
(See Federal Tax Matters - Tax Treatment of Policy Benefits, p. 45.)

11. WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE POLICY?

Certain charges are deducted from each premium. A sales charge equal to
3.5% of the premiums paid through the end of the tenth Policy year is
deducted to compensate Western Reserve for distribution expenses incurred
in connection with the Policy. A charge of 2.5% of each premium payment
is deducted to compensate Western Reserve for premium taxes imposed by
various states. In addition, $2.00 per premium payment is deducted to
compensate Western Reserve for costs associated with premium collections.
(See Charges and Deductions - Premium Expense Charges, p. 30.)

A "surrender charge" (part of which is a contingent deferred sales
charge) is deducted if the Policy is surrendered during the first 15
Policy years. An additional "surrender charge" is deducted in connection
with any increase in Specified Amount if the Policy is surrendered during
the 15 years after the increase. The surrender charge and the additional
surrender charge both consist of a deferred issue charge of $5.00 per
$1,000 of Specified Amount; the surrender charge also consists of a
deferred sales charge equal to 26.5% of one Guideline Premium and not
more than 4.2% of premiums above that amount. A declining percentage of
the surrender charge is assessed after the tenth year. (See Charges and
Deductions - Contingent Surrender Charges, p. 30.)

4
<PAGE>
Western Reserve charges the Sub-Accounts of the Series Account for the
mortality and expense risks Western Reserve assumes. The charge is made
daily at an effective annual rate of 0.90% of the average daily net
assets of each Sub-Account of the Series Account. (See Charges and
Deductions - Charges Against the Series Account, p. 33.)

An investment advisory charge is imposed on each applicable Portfolio
of the Fund at a current annual rate stated as a percentage of the
aggregate average daily net assets of the Portfolio. In addition, the
Portfolios incur

4
<PAGE>
certain operating expenses. (See Investments of the Series Account - WRL
Series Fund, Inc., p. 22.)

Cost of insurance charges and a $5.00 monthly administration charge,
are deducted monthly from the Cash Value of each Policy to compensate
Western Reserve for the cost of insurance and the cost of administering
the Policy. (See Charges and Deductions - Cash Value Charges, p. 32.)

Optional Cash Value charges are deducted from the Policy as a result of
Policyowner changes or elections made to the Policy. Optional Cash Value
charges include charges for: optional insurance benefits, certain Cash
Value transfers and cash withdrawals. (See Charges and Deductions -
Optional Cash Value Charges, p. 33.)

No charges are currently made from the Series Account for Federal or
state income taxes. Should Western Reserve determine that such taxes may
be imposed by Federal or state agencies, Western Reserve may make
deductions from the Series Account to pay these taxes. (See Federal Tax
Matters, p. 44.)

12. ARE TRANSFERS PERMITTED AMONG THE ACCOUNTS?

Yes. A Policyowner may transfer Cash Value among the Sub-Accounts of
the Series Account or from the Sub-Accounts to the Fixed Account.
Transfers may also be made from the Fixed Account to the Sub-Accounts
subject to certain restrictions. (For Policies issued in New Jersey, the
Fixed Account is not available for transfers of Cash Value from the
Sub-Accounts.) (See the Fixed Account - Allocations, Transfers and
Withdrawals, p. 43.) Twelve Cash Value transfers are permitted without
charge in a Policy year. Each additional transfer will be subject to a
transfer charge of $10. This charge will not be increased. Certain
restrictions apply to transfers from the Fixed Account. Western Reserve
may at any time revoke or modify the transfer privilege. (See Payment and
Allocation of Premiums - Allocation of Premiums and Cash Value -
Transfers, p. 28.)

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

At present, there is only limited guidance for determining whether a
Policy meets the requirements prescribed by tax legislation for tax
treatment as a life insurance contract under Section 7702 of the Internal
Revenue Code. With respect to a Policy that is issued on the basis of a
rate class using non-smoker Ultimate Select, non-smoker Select, smoker
Ultimate Standard or smoker Standard guaranteed rates, while there is
some uncertainty due to the limited guidance on Section 7702, Western
Reserve nonetheless believes that such a Policy should meet the Section
7702 definition of a life insurance contract. With respect to a Policy
that is issued on a substandard rate class, there is even less guidance
to determine whether such a Policy meets the Section 7702 definition of a
life insurance contract. Thus, it is not clear whether such a Policy
would satisfy Section 7702, particularly if the Policyowner pays the full
amount of premiums permitted under the Policy. If it is subsequently
determined that a Policy does not qualify as a life insurance contract,
Western Reserve will take whatever steps are appropriate and reasonable
to attempt to have such a Policy comply with Section 7702. For these
reasons, Western Reserve reserves the right to modify the Policy as
necessary to attempt to qualify it as a life insurance contract under
Section 7702. Assuming that a Policy qualifies as a life insurance
contract for Federal income tax purposes, Western Reserve believes that
the death benefit paid under the Policy generally should be fully
excludable from the gross income of the Beneficiary for Federal income
tax purposes. Moreover, the Owner should not be deemed in constructive
receipt of Cash Values under a Policy until there is a distribution from
the Policy.

A Policy may be treated as a "modified endowment contract" depending
upon the amount of premiums paid in relation to the death benefit. (See
Tax Treatment of Policy Benefits - Modified Endowment Contracts, p. 46.)
If the Policy is a modified endowment contract, then all pre-death
distributions, including Policy loans and loans secured by a Policy, will
be treated first as a distribution of taxable income to the extent of any
gain and then as a return of basis or investment in the contract. In
addition, prior to age 59 1/2 any distributions of gains generally will
be subject to a 10% penalty tax.

If the Policy is not a modified endowment contract, distributions
generally will be treated first as a return of basis or investment in the
contract and then as disbursing taxable income. Moreover, loans and loans
secured by a Policy will not be treated as distributions. Finally,
neither distributions nor loans from a Policy that is not a modified
endowment contract are subject to the 10% penalty tax. For further
elaboration on the tax consequences of a Policy, see Federal Tax Matters,
p. 44.

INVESTMENT EXPERIENCE INFORMATION

5
<PAGE>
THE INFORMATION PROVIDED IN THIS SECTION SHOWS THE HISTORICAL INVESTMENT
EXPERIENCE OF THE FUND AND HYPOTHETICAL ILLUSTRATIONS OF THE POLICY BASED ON
THE HISTORICAL INVESTMENT EXPERIENCE OF THE FUND. IT DOES NOT REPRESENT OR
PROJECT FUTURE INVESTMENT PERFORMANCE.

The Policies became available for sale in March of 1990. The Series
Account and the Fund commenced operations on October 2, 1986. The rates of
return shown below depict the actual investment experience of each Portfolio
of the Fund for the periods shown. The illustrations of death benefits, Cash
Values and Net Surrender Values shown below depict these Policy features for
a hypothetical Policy as if it had been purchased on January 1, 1987 by an
Insured in the age and risk classes indicated, based on the historical
investment experience of the Portfolio indicated since January 1, 1987. The
actual rate of return in each calendar year was assumed to be uniformly
earned throughout that year.

5
<PAGE>
RATES OF RETURN

The rates of return shown below are based on the actual investment
performance, as described above, after the deduction of investment management
fees and direct Fund expenses, of the Portfolios of the Fund. The rates are
average annual compounded rates of return for the periods ending on December
31, 1995. (See Investments of the Series Account - WRL Series Fund, Inc., p.
22.)

These rates of return do not reflect the annual charge against the assets
of the Series Account of 0.90% for mortality and expense risks. These rates
of return also do not reflect the charges deducted from premiums, monthly
deductions from Cash Value, or surrender charges. (See Charges and Deductions
- - Premium Expense Charges, p. 30; Contingent Surrender Charges, p. 30; and
Cash Value Charges, p. 32.) Accordingly, these rates of return do not
illustrate how actual investment performance will affect benefits under the
Policies. (See, however, Death Benefit, Cash Value and Net Surrender Value
Illustrations, p. 9.) Moreover, these rates of return are not an estimate,
projection or guarantee of future performance.

Also shown are comparable figures for the unmanaged Standard & Poor's
Index of 500 Common Stocks, a widely used measure of stock market
performance.

AVERAGE ANNUAL COMPOUNDED RATES OF RETURN
FOR THE PERIODS ENDED ON DECEMBER 31, 1995

<TABLE>
<CAPTION>
FUND PORTFOLIO INCEPTION* 5 YEARS 3 YEARS 1 YEAR
- -------------- ---------- ------- ------- ------
<S> <C> <C> <C> <C>
Growth % % % %
Bond % % % %
Money Market % % % %
Global % N/A % %
Short-to-Intermediate
Government % N/A % %
Emerging Growth % N/A N/A %
Equity-Income % N/A N/A %
Aggressive Growth % N/A N/A %
Balanced % N/A N/A %
Utility % N/A N/A %
Tactical Asset Allocation % N/A N/A N/A
C.A.S.E Growth % N/A N/A N/A
Standard & Poor's Index
of 500 Common Stocks % % % %
</TABLE>

* The Growth, Bond and Money Market Portfolios of the Fund commenced
operations on October 2, 1986. The Global and Short-to-Intermediate
Government Portfolios commenced operations on December 3, 1992. The
Emerging Growth and Equity-Income Portfolios commenced operations on March
1, 1993. The Aggressive Growth, Balanced and Utility Portfolios commenced
operations on March 1, 1994. The Tactical Asset Allocation Portfolio
commenced operations on January 3, 1995. The C.A.S.E. Growth Portfolio
commenced operations on May 1, 1995. The Standard & Poor's Index of 500
Common Stocks returns are based on an inception date of October 2, 1986.

Because the Value Equity Portfolio had not yet commenced operations as of
December 31, 1995, the above chart does not reflect rates of return for this
Portfolio.

Additional information regarding the investment performance of the
Portfolios of the Fund appears in the attached Prospectuses for the
Portfolios of the Fund.

DEATH BENEFIT, CASH VALUE AND NET SURRENDER VALUE ILLUSTRATIONS

In order to demonstrate how the actual investment experience of the
Portfolios will affect the Option A death benefits, the Policy Cash Value and
the Net Surrender Value, the following hypothetical illustrations are based
on the actual investment experience of each Portfolio as if the Policy had
been available for sale and issued on January 1, 1987. The actual rate of
return in each calendar year was assumed to be uniformly earned throughout
that year. These illustrations do not represent what may happen in the
future.

The illustrations show Options A based on the payment of annual premiums
of $2,000 at the beginning of each Policy year, and a Specified Amount of
$165,000 for a male age 35. The illustrations assume that the Insured is

6
<PAGE>
placed in Western Reserve's non-smoker Ultimate Select underwriting rate
class. (See Cash Value Charges - Cost of Insurance, p. 32.) The illustrations
also assume that the Policy's entire Cash Value is allocated to the
Sub-Account corresponding to the Portfolio shown.

The amounts shown for death benefits, Cash Values and Net Surrender Values
take into account all charges and deductions from the Policy, the Series
Account and the Fund (see Charges and Deductions - Premium Expense Charges,
p. 30, Charges Against the Series Account, p. 33, and Investments of the
Series Account - WRL Series Fund, Inc., p. 22).

For each Portfolio of the Fund, one illustration is based on the
guaranteed cost of insurance rates, while the other illustration is based on
the current cost of insurance rates. These examples of Policy performance are
for the specific age, sex, rate class, premium payment pattern and Policy set
forth above. The amount and timing of premium payments would affect
individual Policy benefits as would any withdrawals or loans.

This Prospectus also contains illustrations based on assumed rates of
return. See Appendix A, pages 52-53.

The following example shows how the hypothetical net return of the Growth
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1987. This example assumes that the Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

6
<PAGE>
GROWTH PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
------------------------- ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF CURRENT GUARANTEED CURRENT GUARANTEED
- ---------------------------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1988 ............................. $ 1,743 1,726 464 447
1989* ............................ 3,826 3,783 2,462 2,420
1990* ............................ 8,027 7,931 6,580 6,484
1991* ............................ 9,265 9,138 7,734 7,606
1992* ............................ 17,291 17,029 15,675 15,413
1993* ............................ 19,055 18,730 17,356 17,030
1994* ............................ 21,031 20,624 19,248 18,840
1995* ............................ 20,410 19,960 18,542 18,092
1996* ............................

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

The following example shows how the hypothetical net return of the Bond
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1987. This example assumes that Net Premiums and related Cash Values were
in the Sub-Account for the entire period and that the values were determined
on the first Valuation Date following January 1st of each year.

BOND PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
------------------------- ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF CURRENT GUARANTEED CURRENT GUARANTEED
- ---------------------------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1988 ............................. $ 1,470 1,455 191 176
1989* ............................ 3,207 3,169 1,843 1,806
1990* ............................ 5,457 5,388 4,009 3,940
1991* ............................ 7,408 7,304 5,877 5,772
1992* ............................ 10,369 10,207 8,753 8,591
1993* ............................ 12,723 12,502 11,023 10,803
1994* ............................ 15,780 15,472 13,997 13,689
1995* ............................ 15,960 15,604 14,092 13,737
1996* ............................

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

7
<PAGE>
The following example shows how the hypothetical net return of the Money
Market Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1987. This example assumes that Net Premiums and related Cash
Values were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

MONEY MARKET PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
------------------------- ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF CURRENT GUARANTEED CURRENT GUARANTEED
- ---------------------------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1988 ............................. $ 1,645 1,629 366 349
1989* ............................ 3,370 3,332 2,007 1,968
1990* ............................ 5,266 5,199 3,818 3,752
1991* ............................ 7,233 7,131 5,701 5,599
1992* ............................ 9,120 8,977 7,504 7,361
1993* ............................ 10,845 10,656 9,145 8,956
1994* ............................ 12,500 12,254 10,716 10,470
1995* ............................ 14,318 13,999 12,451 12,131
1996* ............................

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

The following example shows how the hypothetical net return of the Global
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1993, if the Global Portfolio had been offered by the Policy as of January
1, 1993. This example assumes that net premiums and related Cash Values were
in the Sub-Account for the entire period and that the values were determined
on the first Valuation Date following January 1st of each year.

GLOBAL PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

The following example shows how the hypothetical net return of the
Short-to-Intermediate Government Portfolio of the Fund would have affected
benefits for a Policy dated January 1, 1993, if the Short-to-Intermediate
Government Portfolio had been offered through the Policy as of January 1,
1993. This example assumes that net premiums and related Cash Values were in
the Sub-Account for the entire period and that the values were determined on
the first Valuation Date following January 1st of each year.

SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

8
<PAGE>
<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
------------------------- ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF CURRENT GUARANTEED CURRENT GUARANTEED
- ---------------------------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1994 ............................. $1,613 $1,596 $ 333 $ 317
1995* ............................ 3,118 3,082 1,755 1,718
1996* ............................

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

8
<PAGE>
The following example shows how the hypothetical net return of the
Emerging Growth Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1994. This example assumes that net premiums and
related Cash Values were in the Sub-Account for the entire period and that
the values were determined on the first Valuation Date following January 1st
of each year.

EMERGING GROWTH PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

The following example shows how the hypothetical net return of the
Equity-Income Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1994. This example assumes that net premiums and related
Cash Values were in the Sub-Account for the entire period and that the values
were determined on the first Valuation Date following January 1st of each
year.

EQUITY-INCOME PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

<FN>
* For each year shown, benefits and values reflect only premiums paid during previous
Policy years.
</FN>
</TABLE>

The following example shows how the hypothetical net return of the
Aggressive Growth Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1995. This example assumes that net premiums and
related Cash Values were in the Sub-Account for the entire period and that
the values were determined on the first Valuation Date following January 1st
of each year.

AGGRESSIVE GROWTH PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

9
<PAGE>
The following example shows how the hypothetical net return of the
Balanced Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1995. This example assumes that net premiums and related
Cash Values were in the Sub-Account for the entire period and that the values
were determined on the first Valuation Date following January 1st of each
year.

BALANCED PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

</TABLE>
<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
------------------------- ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF CURRENT GUARANTEED CURRENT GUARANTEED
- ---------------------------------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1996 .............................

The following example shows how the hypothetical net return of the Utility
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1995. This example assumes that net premiums and related Cash Values were
in the Sub-Account for the entire period and that the values were determined
on the first Valuation Date following January 1st of each year.

UTILITY PORTFOLIO
Male, Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Non-Smoker Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

Because the Tactical Asset Allocation Portfolio commenced operations on
January 3, 1995, the C.A.S.E. Growth Portfolio commenced operations on May 1,
1995 and Value Equity Portfolio had not yet commenced operations as of
December 31, 1995, there are no hypothetical illustrations for these
Portfolios.

OTHER PERFORMANCE DATA

Western Reserve may compare the performance of each Sub-Account in
advertising and sales literature to the performance of other variable life
issuers in general, or to the performance of particular types of variable
life insurance policies investing in mutual funds, or investment series of
mutual funds, with investment objectives similar to each of the Sub-Accounts
whose performance is reported by Lipper Analytical Services, Inc. ("Lipper")
and Morningstar, Inc. ("Morningstar") or reported by other services,
companies, individuals or other industry or financial publications of general
interest, such as FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK,
BARRON'S, KIPLINGER'S PERSONAL FINANCE and FORTUNE. Lipper and Morningstar
are widely used independent research services which monitor and rank the
performance of variable life insurance policies in each of the major
categories of investment objectives on an industry-wide basis.

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

Western Reserve may also compare the performance of each Sub-Account in
advertising and sales literature to the Standard & Poor's Index of 500 Common
Stocks, a widely used measure of stock market performance, or other widely
recognized indices. Unmanaged indices may assume the reinvestment of
dividends, but usually do not reflect any "deduction" for the expense of
operating or managing an investment portfolio.

In addition, Western Reserve may, as appropriate, compare each
Sub-Account's performance to that of other types of investments such as
certificates of deposit, savings accounts and U.S. Treasuries, or to certain
interest rate and inflation indices, such as the Consumer Price Index, which
is published by the U.S. Department of Labor and measures the average change

10
<PAGE>
in prices over time of a fixed "market basket" of certain specified goods and
services. Similar comparisons of Sub-Account performance may also be made
with appropriate indices measuring the performance of a defined group of
securities widely recognized by investors as representing a particular
segment of the securities markets. For example, Sub-Account performance may
be compared with Donoghue Money Market Institutional Average (money market
rates), Lehman Brothers Corporate Bond Index (corporate bond interest rates)
or Lehman Brothers Government Bond Index (long-term U.S. Government
obligation interest rates).

10
<PAGE>
WESTERN RESERVE AND THE SERIES ACCOUNT

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Western Reserve was originally incorporated under the laws of Ohio on
October 1, 1957. Western Reserve is engaged in the business of writing life
insurance policies and annuity contracts. Western Reserve is admitted to do
business in 49 states and the District of Columbia. The Office of Western
Reserve is located in Largo, Florida; however, the mailing address is P.O.
Box 5068, Clearwater, FL 34618-5068. Western Reserve is a wholly-owned
subsidiary of First AUSA Life Insurance Company ("First AUSA"), a stock life
insurance company which is wholly-owned by AEGON USA, Inc. ("AEGON"). AEGON
is a financial services holding company whose primary emphasis is on life and
health insurance and annuity and investment products. AEGON is a wholly-
owned indirect subsidiary of AEGON nv, a Netherlands corporation, which is a
publicly traded international insurance group.

PUBLISHED RATINGS OF WESTERN RESERVE. Western Reserve may from time to
time publish in advertisements, sales literature and reports to Policyowners,
the ratings and other information assigned to it by one or more independent
rating organizations such as A.M. Best Company ("A.M. Best"), Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Insurance Rating
Services ("Standard & Poor's"), and Duff & Phelps Credit Rating Co. ("Duff &
Phelps"). A.M. Best's and Moody's ratings reflect their current opinion of
the relative financial strength and operating performance of an insurance
company in comparison to the norms of the life/health insurance industry.
Standard & Poor's and Duff & Phelps provide ratings which measure the claims-
paying ability of insurance companies. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of
its insurance policies in accordance with their terms. Claims-paying ability
ratings do not refer to an insurer's ability to meet non-policy obligations
(I.E., debt/ commercial paper).

THE SERIES ACCOUNT

WRL Series Life Account ("Series Account") was established by Western
Reserve as a separate account on July 16, 1985. The Series Account meets the
definition of a "separate account" under the Federal securities laws. The
Series Account will receive and invest the Net Premiums paid under this
Policy and other flexible premium variable life insurance policies issued by
Western Reserve.

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

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

POLICY BENEFITS

DEATH BENEFIT

Policyowners designate in the initial application one of two death benefit
options offered under the Policy: Death Benefit Option A ("Option A") and
Death Benefit Option B ("Option B"). As long as the Policy remains In Force,
(see Policy Lapse and Reinstatement - Lapse, p. 28), Western Reserve will,
upon receiving due proof of the Insured's death, pay the death benefit
proceeds of a Policy to the named Beneficiary in accordance with the
designated death benefit option. The amount of the death benefit proceeds
payable will be determined at the end of the Valuation Period during which
the Insured dies. The proceeds may be paid in a lump sum or under one or more
of the settlement options set forth in the Policy. (See Payments of Policy
Benefits - Settlement Options, p. 39.) Western Reserve guarantees that as
long as the Policy remains In Force (see Policy Lapse and Reinstatement -
Lapse, p. 28), the death benefit proceeds under either option will never be
less than the Specified Amount of the Policy, but the proceeds will be
reduced by any outstanding indebtedness and any due and unpaid charges. These
proceeds will be increased by any additional insurance In Force provided by
rider and any unearned loan interest.

OPTION A. The death benefit is the greater of the Specified Amount of the
Policy or the applicable percentage (the "limitation percentage") times the
Cash Value on the date of death. The limitation percentage is 250% for an
Insured age 40 or below on the Policy Anniversary prior to the date of death.

11
<PAGE>
For an Insured with an Attained Age over 40 on a Policy Anniversary, the
percentage declines as shown in the following Limitation Percentage Table.
Accordingly, under Option A the death benefit will remain level unless the
limitation percentage times the Cash Value exceeds the Specified Amount, in
which case the amount of the death benefit will vary as the Cash Value
varies.

ILLUSTRATION OF OPTION A. For purposes of this illustration, assume that
the Insured's Attained Age is under 40 and that there is no outstanding
indebtedness. Under Option A, a Policy with a $50,000 Specified Amount will
generally pay $50,000 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 $20,000, the death benefit will exceed the
$50,000 Specified Amount. Each additional dollar added to Cash Value above
$20,000 will increase the death benefit by $2.50.

Similarly, so long as Cash Value exceeds $20,000, each dollar taken out of
Cash Value will reduce the death benefit by

11
<PAGE>
$2.50. If at any time, however, 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.

LIMITATION PERCENTAGE TABLE

ATTAINED AGE PER YEAR
OF INSURED LESS OVER AGE
------------ ---- --------
under 40 ...... 250%
41 - 45 ....... 250% 7% 40
46 - 50 ....... 215% 6% 45
51 - 55 ....... 185% 7% 50
56 - 60 ....... 150% 4% 55
61 - 65 ....... 130% 2% 60
66 - 70 ....... 120% 1% 65
71 - 75 ....... 115% 2% 70
76 - 90 ....... 105% 0% 75
91 - 95 ....... 105% 1% 90

OPTION B. The death benefit is equal to the greater of the Specified
Amount plus the Cash Value of the Policy or the limitation percentage times
the Cash Value on or prior to the date of death. The applicable percentage is
250% for an Insured age 40 or below on the Policy Anniversary prior to the
date of death. For Insureds with an Attained Age over 40 on a Policy
Anniversary, the percentage declines as shown in the Limitation Percentage
Table above. Accordingly, under Option B the amount of the death benefit will
always vary as the Cash Value varies.

ILLUSTRATION OF OPTION B. For purposes of this illustration, assume that
the Insured is under the age of 40 and that there is no outstanding
indebtedness. Under Option B, a Policy with a Specified Amount of $50,000
will generally pay a death benefit of $50,000 plus Cash Value. Thus, for
example, a Policy with a Cash Value of $10,000 will have a death benefit of
$60,000 ($50,000 + $10,000). The death benefit, however, must be at least
250% of Cash Value. As a result, if the Cash Value of the Policy exceeds
$33,333, the death benefit will be greater than the Specified Amount plus
Cash Value. Each additional dollar of Cash Value above $33,333 will increase
the death benefit by $2.50.

Similarly, any time Cash Value exceeds $33,333, each dollar taken out of
Cash Value will reduce the death benefit by $2.50. If at any time, however,
Cash Value multiplied by the limitation percentage is less than the Specified
Amount plus the Cash Value, then the death benefit will be the Specified
Amount plus the Cash Value of the Policy.

CHOOSING DEATH BENEFIT OPTION A OR OPTION B. As described above and
assuming the death benefit is not determined by reference to the limitation
percentage, Option A will provide a Specified Amount of death benefit which
does not vary with changes in Cash Value. Thus, under Option A, as Cash Value
increases, Western Reserve's net amount at risk under the Policy will
decline. In contrast, Option B involves a constant net amount at risk,
assuming that the death benefit is not determined by reference to the
limitation percentage. Therefore, assuming positive investment experience,
the deduction for cost of insurance under a Policy with an Option A death
benefit will be less than under a corresponding Policy with an Option B death
benefit. Because of this, if investment performance is positive, Cash Value
under Option A will increase faster than under Option B but the total death
benefit under Option B will generally be greater. Thus, Option A could be
considered more suitable for Policyowners whose goal is increasing Cash Value
based upon positive investment experience while Option B could be considered
more suitable for Policyowners whose goal is increasing total death benefit.

CHANGE IN DEATH BENEFIT OPTION. Generally, the death benefit option in
effect may be changed by the Policyowner once each Policy year after the
third Policy year by sending Western Reserve a written request for change. A
change in death benefit option may have Federal income tax consequences. (See
Federal Tax Matters, p. 44.)

Under Western Reserve's current rules, no change may be made if it would
result in a Specified Amount less than the minimum Specified Amount set forth
in the Policy. The effective date of any change will be the Monthly
Anniversary on or following receipt of the request. No charges will be
imposed for making a change in death benefit option.

If the death benefit option is changed from Option B to Option A, the
Specified Amount will be increased by an amount equal to the Policy's Cash
Value on the effective date of change. If the death benefit option is changed
from Option A to Option B, the Specified Amount will be decreased by an
amount equal to the Cash Value on the effective date of the change.

CORRIDOR PERCENTAGE. If, pursuant to requirements of the Internal Revenue
Code of 1986, as amended, the death benefit under a Policy is determined by
reference to the limitation percentages discussed above, the Policy is

12
<PAGE>
described as "in the corridor," and an increase in the Cash Value of the
Policy will increase the net amount at risk assumed by Western Reserve and
consequently increase the cost of insurance deducted from the Cash Value of
the Policy. (See "Cash Value Charges" - Cost of Insurance, p. 32.)

INSURANCE PROTECTION. A Policyowner may increase or decrease the pure
insurance protection provided by a Policy (I.E., the difference between the
death benefit and the Cash Value) in one of several ways as insurance needs
change. These ways include increasing or decreasing the Specified Amount of
insurance, changing the level of premium payments, and, to a lesser extent,
making a cash withdrawal from the Policy. Although the consequences of each
of these methods will depend upon the individual circumstances, they may be
generally summarized as follows:

(a) A decrease in the Specified Amount will, subject to the limitation
percentage (see Policy Benefits - Death Benefit, p. 16), in general
decrease the insurance protection and the charges under the Policy
without reducing the Cash Value.

12
<PAGE>
(b) If Option A is elected, an increased level of premium payments also
will reduce the pure insurance protection, until the limitation
percentage times the Cash Value exceeds the Specified Amount.
Furthermore, increased premiums should increase the amount of funds
available to keep the Policy In Force.

(c) A cash withdrawal will reduce the death benefit. (See Surrender
Privileges - Cash Withdrawals, p. 38.) However, it has no effect on
the amount of pure insurance protection and charges under the Policy,
unless the death benefit payable is governed by the limitation
percentages.

(d) An increase in the Specified Amount may increase the amount of pure
insurance protection, depending on the amount of Cash Value and the
resultant limitation percentage. If the insurance protection is
increased, the Policy charges generally will increase as well.

(e) A reduced level of premium payments also generally increases the
amount of pure insurance protection if Option A is elected, or
maintains the same amount of pure insurance protection if Option B is
elected, again depending on the limitation percentage. Furthermore, it
results in a reduced amount of Cash Value and increases the
possibility that the Policy will Lapse.

HOW DEATH BENEFITS MAY VARY IN AMOUNT. As long as the Policy remains In
Force, Western Reserve guarantees that the death benefit will never be less
than the Specified Amount of the Policy. These proceeds will be reduced by
any outstanding indebtedness and any due and unpaid charges. The death
benefit may, however, vary with the Policy's Cash Value. Under Option A, the
death benefit will only vary when the Cash Value multiplied by the limitation
percentage exceeds the Specified Amount of the Policy. The death benefit
under Option B will always vary with the Cash Value because the death benefit
equals either the Specified Amount plus the Cash Value or the limitation
percentage times the Cash Value.

CHANGE IN SPECIFIED AMOUNT. Subject to certain limitations, a Policyowner
may increase or decrease the Specified Amount of a Policy. Western Reserve
reserves the right to limit changes to once each Policy year. A change in
Specified Amount may affect the net amount at risk, which may affect a
Policyowner's cost of insurance charge. (See Cash Value Charges - Cost of
Insurance, p. 32.) A change in Specified Amount could also have Federal
income tax consequences. (See Federal Tax Matters, p. 44.)

DECREASES. Any decrease in the Specified Amount will become effective on
the Monthly Anniversary date on or following receipt of a written request
from the Policyowner by Western Reserve. No requested decrease in the
Specified Amount will be permitted during the first three Policy years. The
Specified Amount remaining In Force after any requested decrease may not be
less than the minimum Specified Amount set forth in the Policy. Western
Reserve reserves the right to limit any decrease to no more than 20% of the
Specified Amount immediately prior to the decrease. If, following the
decrease in Specified Amount, the Policy would not comply with the maximum
premium limitations required by Federal tax law (see Premiums - Premium
Limitations, p. 26), the decrease may be limited to the extent necessary to
meet these requirements.

INCREASES. For an increase in the Specified Amount, written application
must be submitted. Western Reserve will also require that additional evidence
of insurability be submitted. Western Reserve reserves the right to decline
any increase request. Any increase will become effective on the effective
date shown on an endorsement to the Policy. The effective date of the
increase will be the Monthly Anniversary on or following written approval of
the increase by Western Reserve. No increase in the Specified Amount will be
permitted during the first Policy year or on or after the Insured's Attained
Age of 75. Under Western Reserve's current rules, the increase may not be
less than $10,000. An increase need not be accompanied by an additional
premium, but there must be sufficient Net Surrender Value to cover the next
monthly deduction after the increase becomes effective. (See Charges and
Deductions - Optional Cash Value Charges, p. 33.)

HOW THE DURATION OF THE POLICY MAY VARY. The duration of the Policy
depends upon the Net Surrender Value. The Policy will remain In Force until
maturity so long as the Net Surrender Value is sufficient to pay the monthly
deduction. (See Charges and Deductions - Cash Value Charges, p. 32.) Where,
however, Net Surrender Value is insufficient to pay the monthly deduction,
and a grace period expires without an adequate payment by the Policyowner,
the Policy will Lapse and terminate without value, except during the first
three Policy years in certain circumstances. (See Policy Lapse and
Reinstatement - Lapse, p. 28.)

WHEN INSURANCE COVERAGE TAKES EFFECT

No life insurance coverage shall take effect unless the proposed Insured
and all additional Insureds proposed for coverage are alive and in the same
condition of health as described in the application when the policy is
delivered to the Policyowner and the full Initial Premium is paid. However,

13
<PAGE>
if the full Initial Premium is paid as set forth in the conditional receipt
attached to the application, and the conditional receipt is delivered to the
Policyowner, the terms of the conditional receipt shall apply.

CONDITIONAL INSURANCE COVERAGE. Each and every person proposed for
insurance must be insurable and acceptable to Western Reserve under its
underwriting rules for the amount, plan and risk classification applied for
on the later of: (a) the date of application, or (b) the date of completion
of all medical tests and examinations required by Western Reserve. Any check
given for payment must be honored on first presentation. The conditional
receipt and all coverages applied for on the application are void if a check
or draft received for payment of the Initial Premium is not honored for
payment when presented for payment on first presentation.

13
<PAGE>
AMOUNT OF CONDITIONAL LIFE INSURANCE COVERAGE. If conditional insurance
coverage becomes effective under the terms of the conditional receipt, then
the amount of conditional life insurance coverage on any person proposed for
insurance is the lesser of: (a) the amount of life insurance applied for on
such person, or (b) $100,000 reduced by the amounts payable under all other
life insurance or accidental death benefits then in force or pending with
Western Reserve.

WHEN CONDITIONAL LIFE INSURANCE COVERAGE BEGINS. If the conditions listed
above are fulfilled, then the amount of conditional insurance coverage
specified above shall take effect on the later of: (a) the date of the
application, or (b) the date of the completion of all medical tests and
examinations required by Western Reserve. All conditional coverages for each
and every person proposed for insurance will be deemed void if the
application contains material misrepresentation or is fraudulently completed.
Benefits under the conditional receipt coverage will be denied if any person
proposed for insurance commits suicide.

WHEN CONDITIONAL LIFE INSURANCE COVERAGE ENDS. Conditional life insurance
coverage shall terminate automatically, without notice, on the earliest of
the following dates: (a) the date Western Reserve approves the Policy as
applied for, or (b) 10 days following any counteroffer by Western Reserve to
offer insurance to any person proposed for insurance under a different plan
or at an increased premium or on a different rate class or (c) at the end of
the fraction of a year which the payment bears to the premium required to
provide one month of insurance coverage in the amount as described above, or
(d) at the beginning of the 60th day following the date of the conditional
receipt.

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER

In states where this rider has been approved by that state's department of
insurance, upon receipt of proof satisfactory to Western Reserve that the
Insured has incurred a condition resulting from illness which, as determined
by a Physician, has reduced life expectancy to not more than 12 months from
the date of the Physician's Statement (a "Terminal Condition"), Western
Reserve will pay to the Policyowner a "Single Sum Benefit", equal to:

(a) the Death Benefit in effect on the date the Single Sum Benefit is
paid; multiplied by

(b) the Election Percentage; divided by

(c) 1 + i, where i equals the greater of (A) and (B) on the date the
Single Sum Benefit is paid. (A) equals the interest rate determined
under Internal Revenue Code section 846(c)(2), as it may be amended
from time to time; and (B) equals the Policy Loan Interest Rate.

minus

(d) Indebtedness, if any, at the time the Single Sum Benefit is paid,
multiplied by the Election Percentage.

"Death Benefit" under the Rider means the amount payable at death of the
Insured under the Policy, plus the benefit payable under any In Force Primary
Insured Rider. (See Optional Insurance Benefits - Primary Insured Rider, p.
42.) "Election Percentage" means a percentage, selected by the Policyowner,
not to exceed 100% of the Policy's Death Benefit, as defined under the Rider;
however, in no event will the Election Percentage result in a Single Sum
Benefit greater than $500,000. A "Physician" may be a Doctor of Medicine or a
Doctor of Osteopathy, licensed to practice medicine and treat injury or
illness in the state in which treatment is received and who is acting within
the scope of that license, and must be someone other than the Insured, the
Policyowner, a person who lives with the Insured or Policyowner, or a person
who is part of the Insured's or Policyowner's "Immediate Family" (spouse,
child, brother, sister, parent, grandparent or grandchild of the Insured).
The "Physician's Statement" must be a written statement signed by a Physician
which provides the Physician's diagnosis of the Insured's non-correctable
medical condition. It must state with reasonable medical certainty that the
non-correctable medical condition will result in the death of the Insured
within 12 months of the Physician's Statement, taking into consideration the
ordinary and reasonable medical care, advice and treatment available in the
same or similar communities.

The Rider will not pay benefits creating a Terminal Condition resulting
from self-inflicted bodily injuries occurring within the same period
specified in the Policy's suicide provision. The Rider terminates at the
earliest of (a) the date the Policy terminates, (b) the effective date of a
settlement option elected under the Policy, (c) the date the Single Sum
Benefit is paid, or (d) the date the Policyowner elects to terminate the
Rider.

The tax consequences of adding the Rider to a Policy or receiving a
benefit under that Rider are unclear. A Policyowner should therefore consult
a qualified tax adviser about these consequences before adding this Rider to
a Policy.

14
<PAGE>
There is no additional charge for this rider. As stated above, this rider
may not be available in all states or, if available, the terms of the rider
may vary, in accordance with the requirements of each state's insurance laws.

CASH VALUE

At the end of any Valuation Period, the Cash Value of the Policy is equal
to the sum of the Sub-Account values of the Series Account plus the Fixed
Account Value. There is no guaranteed minimum Cash Value.

NET SURRENDER VALUE. A Policyowner may at any time surrender the Policy
and receive the Policy's Net Surrender Value. (See Policy Rights - Surrender
Privileges, p. 37.) The Net Surrender Value as of any date is equal to:

(1) the Cash Value as of such date; minus

(2) any surrender charge as of such date (as described on p. 30); minus

(3) any outstanding Policy loan; plus

(4) any unearned loan interest.

DETERMINATION OF VALUES IN THE SERIES ACCOUNT. On the Policy Date, the
Policy's value in a Sub-Account of the

14
<PAGE>
Series Account will equal the portion of any Net Premium allocated to the
Sub-Account, reduced by the portion of the first monthly deduction allocated
to that Sub-Account. (See Payment and Allocation of Premiums - Allocation of
Premiums and Cash Value, p. 27.) Thereafter, on each Valuation Date, the
Policy's value in a Sub-Account of the Series Account will equal:

(1) The Policy's value in the Sub-Account on the preceding Valuation Date,
multiplied by the experience factor for the current Valuation Period;
plus

(2) Any Net Premium payments received during the current Valuation Period
which are allocated to the Sub-Account; plus

(3) All values transferred to the Sub-Account from the Loan Reserve, from
the Fixed Account or from another Sub-Account during the current
Valuation Period; minus

(4) All values transferred from the Sub-Account to the Loan Reserve, to
the Fixed Account or to another Sub-Account during the current
Valuation Period; minus

(5) All cash withdrawals from the Sub-Account during the current Valuation
Period; minus

(6) The portion of the monthly deduction allocated to the Sub-Account
during the current Valuation Period.

The Policy's total value in the Series Account equals the sum of the
Policy's value in each Sub-Account. (For a description of how the values of
the Fixed Account are calculated, see The Fixed Account - Fixed Account
Value, p. 42.) Because the Cash Value is dependent upon a number of
variables, including the investment experience of the chosen Sub-Accounts of
the Series Account, the frequency and amount of premium payments, transfers
and surrenders, and charges assessed in connection with the Policy, a
Policy's Cash Value cannot be predetermined.

THE EXPERIENCE FACTOR. The experience factor measures investment
experience during a Valuation Period. Each Sub-Account has its own distinct
experience factor. In calculating a Sub-Account's experience factor for a
Valuation Period, the net asset value for each share of the corresponding
Portfolio of the Fund at the end of the current Valuation Period is increased
by the amount per Portfolio share of any dividend or capital gain
distribution received by the Portfolio during the current Valuation Period
and decreased by a per Portfolio share charge for any applicable taxes. The
total is then divided by the net asset value per Portfolio share at the end
of the preceding Valuation Period. Western Reserve then deducts a daily
charge equal to 0.90% on an annual basis of the average daily net assets of
each Sub-Account to compensate Western Reserve for certain mortality and
expense risks. (See Charges Against the Series Account - Mortality and
Expense Risk Charge, p. 33.)

VALUATION DATE AND VALUATION PERIOD. The net asset value per share of
shares of the Fund is determined, once daily, as of the close of the regular
session of business on the New York Stock Exchange ("Exchange") (usually 4:00
p.m., Eastern time), on each day the Exchange is open.

INVESTMENTS OF THE SERIES ACCOUNT

WRL SERIES FUND, INC.

The Series Account invests in shares of the Fund, a series mutual fund
which is registered with the Securities and Exchange Commission
("Commission") as an open-end diversified management investment company. Such
registration does not involve supervision of the management or investment
practices or policies of the Fund by the Commission.

Currently, the Portfolios of the Fund corresponding to the Sub-Accounts of
the Series Account are: Aggressive Growth Portfolio, Emerging Growth
Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio,
Equity-Income Portfolio, Bond Portfolio, Short-to-Intermediate Government
Portfolio, Utility Portfolio, Money Market Portfolio, Tactical Asset
Allocation Portfolio, C.A.S.E. Growth Portfolio and Value Equity Portfolio.
The assets of each Portfolio are held separate from the assets of the other
Portfolios, and each Portfolio has investment objectives and policies which
are different from those of the other Portfolios. Thus, each Portfolio
operates as a separate investment fund, and the income or losses of one
Portfolio generally have no effect on the investment performance of any other
Portfolio. Pending any prior approval by a state insurance regulatory
authority, certain Sub-Accounts and corresponding Portfolios may not be
available to residents of some states.

The investment objectives and policies of each Portfolio are summarized
below. There is no assurance that any of the Portfolios will achieve its
stated objective. More detailed information, including a description of
risks, can be found in the Prospectuses for the Fund which should be read

15
<PAGE>
carefully.

AGGRESSIVE GROWTH PORTFOLIO: This Portfolio seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of
equity securities.

EMERGING GROWTH PORTFOLIO: This Portfolio seeks capital appreciation by
investing primarily in common stocks of small and medium sized companies.

GROWTH PORTFOLIO: This Portfolio's objective is growth of capital.

GLOBAL PORTFOLIO: This Portfolio seeks long-term growth of capital in a
manner consistent with preservation of capital, primarily through investments
in common stocks of foreign and domestic issuers.

BALANCED PORTFOLIO: This Portfolio seeks preservation of capital, reduced
volatility, and superior long-term risk adjusted returns by investing
primarily in common stock, convertible securities and fixed-income
securities.

EQUITY-INCOME PORTFOLIO: This Portfolio seeks to provide current income,
long-term growth of income and capital appreciation by investing primarily in
common stocks, income producing securities convertible into common stocks,
and fixed-income securities.

15
<PAGE>
BOND PORTFOLIO: This Portfolio seeks the highest possible current income
within the confines of the primary goal of insuring the protection of capital
by investing in debt securities issued by the U.S. Government and its
agencies and in medium to high-quality corporate debt securities.

SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO: This Portfolio seeks as high a
level of current income as is consistent with preservation of capital,
primarily through investments in U.S. Government securities, including
repurchase agreements with respect to U.S. Government securities.

UTILITY PORTFOLIO: This Portfolio's objective is to achieve high current
income and moderate capital appreciation by investing primarily in a
professionally managed and diversified portfolio of equity and debt
securities of utility companies.

MONEY MARKET PORTFOLIO: This Portfolio's objective is to obtain maximum
current income consistent with preservation of principal and maintenance of
liquidity.

TACTICAL ASSET ALLOCATION PORTFOLIO: This Portfolio seeks preservation of
capital and competitive investment returns by investing primarily in stocks,
United States Treasury bonds, notes and bills, and money market funds.

C.A.S.E. GROWTH PORTFOLIO: This Portfolio's objective is capital growth
through investments in small to medium-sized companies.

VALUE EQUITY PORTFOLIO: This Portfolio seeks to achieve maximum,
consistent total return with minimum risk to principal by investing primarily
in common stocks with above-average statistical value which, in the
Sub-Adviser's opinion, are in fundamentally attractive industries and are
undervalued at the time of purchase.

Western Reserve serves as investment adviser to the Fund and manages its
assets in accordance with policies, programs and guidelines established by
the Board of Directors of the Fund.

Janus Capital Corporation ("Janus") serves as sub-adviser to the Growth,
Bond and Global Portfolios of the Fund. Janus, located at 100 Fillmore
Street, Suite 300, Denver, Colorado 80206, has been engaged in the management
of the Janus funds since 1969. Janus also serves as investment adviser or
sub-adviser to other mutual funds, and individual, corporate, charitable, and
retirement accounts. The aggregate market value of the assets managed by
Janus was approximately $ billion as of , 1996. Western Reserve and
Janus will divide equally monthly compensation at current annual rates of
0.50% of the aggregate average daily net assets of the Bond Portfolio and
0.80% of the aggregate average daily net assets each of the Growth Portfolio
and Global Portfolio.

AEGON USA Investment Management, Inc. ("AEGON Management") is sub-adviser
to the Short-to-Intermediate Government and the Balanced Portfolios of the
Fund. AEGON Management, located at 4333 Edgewood Road, N.E., Cedar Rapids,
Iowa 52499, is a wholly-owned subsidiary of AEGON and thus is an affiliate of
Western Reserve. AEGON Management serves as sub-adviser to the two bond
portfolios of IDEX II Series Fund. AEGON Management also manages the general
account investment portfolios of the life insurance subsidiaries of AEGON
which had in excess of $ billion under management as of , 1996.
Western Reserve and AEGON Management will divide equally monthly compensation
at the current annual rate of 0.60% of the aggregate average daily net assets
of the Short-to-Intermediate Government Portfolio and 0.80% of the aggregate
average daily net assets of the Balanced Portfolio. AEGON Management's
compensation will be reduced by 50% of the amount paid by Western Reserve on
behalf of the Short-to-Intermediate Government and the Balanced Portfolios
pursuant to any expense limitation or other reimbursement.

Van Kampen American Capital Asset Management, Inc. ("Van Kampen American
Capital") is sub-adviser to the Emerging Growth Portfolio of the Fund. Van
Kampen American Capital, located at 2800 Post Oak Blvd., Houston, Texas
77056, is a wholly-owned subsidiary of Van Kampen American Capital, Inc.
("VKAC"), which is a wholly-owned subsidiary of Van Kampen American Capital
Holding, Inc. ("VK/AC Holding"). VK/AC Holding is controlled, through the
ownership of a substantial majority of its common stock, by The Clayton &
Dubilier Private Equity Fund IV Limited Partnership ("C&D L.P."), a
Connecticut limited partnership. C&D L.P. is managed by Clayton, Dubilier &
Rice, Inc., a New York based private investment firm. The General Partner of
C&D L.P. is Clayton & Dubilier Associates IV Limited Partnership ("C&D
Associates L.P."). The general partners of C&D Associates L.P. are Joseph L.
Rice, III, B. Charles Ames, Alberto Cribiore, Donald J. Gogel and Hubbard C.
Howe, each of whom is a principal of Clayton, Dubilier & Rice, Inc. In
addition, certain officers, directors and employees of VKAC own, in the
aggregate, not more than 6% of the common stock of VK/AC Holding and have the
right to acquire, upon the exercise of options, approximately an additional
10% of the common stock of VK/AC Holding. Western Reserve and Van Kampen
American Capital will divide equally monthly compensation at the current
annual rate of 0.80% of the aggregate average daily net assets of the
Emerging Growth Portfolio. Van Kampen American Capital's compensation will be
reduced by 50% of the amount paid by Western Reserve on behalf of the

16
<PAGE>
Emerging Growth Portfolio pursuant to any expense limitation or other
reimbursement.

Luther King Capital Management Corporation ("Luther King"), located at 301
Commerce Street, Suite 1600, Fort Worth, Texas, 76102, is sub-adviser to the
Equity-Income Portfolio of the Fund. Ultimate control of Luther King is
exercised by J. Luther King, Jr. Although Luther King has no previous
experience as an investment adviser to mutual funds, it is a registered
investment adviser and provides investment management services to Accounts of
individual and other institutional investors. Western Reserve and Luther King
will divide equally monthly compensation at the current annual

16
<PAGE>
rate of 0.80% of the aggregate average daily net assets of the Equity-Income
Portfolio.

Federated Investment Counseling ("Federated") is sub-adviser to the
Utility Portfolio of the Fund. Federated, located at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, is a Delaware business trust
organized on April 11, 1989 and is a registered investment adviser under the
Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
Federated serves as investment adviser to a number of investment companies
and private accounts. Total assets under management or administered by
Federated and other subsidiaries of Federated Investors is approximately $70
billion. Western Reserve will receive monthly compensation at the current
annual rate of 0.75% of the aggregate average daily net assets of the Utility
Portfolio. From this amount, as compensation for its services, Federated will
receive payment of fees equal to 0.50% of the first $30 million of average
daily net assets, 0.35% of the next $20 million of average daily net assets,
and 0.25% of average daily net assets in excess of $50 million of the Utility
Portfolio.

Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the
Aggressive Growth Portfolio of the Fund. Fred Alger, located at 75 Maiden
Lane, New York, NY 10038, is a wholly-owned subsidiary of Fred Alger &
Company, Incorporated, which in turn is a wholly-owned subsidiary of Alger
Associates, Inc., a financial services holding company controlled by Fred M.
Alger. Fred Alger, as of , 1996, had approximately $ billion in
assets under management for investment companies and private accounts.
Western Reserve and Fred Alger will divide equally monthly compensation at
the current annual rate of 0.80% of the aggregate average daily net assets of
the Aggressive Growth Portfolio.

Dean Investment Associates, a Division of C.H. Dean and Associates, Inc.
("Dean") is sub-adviser to the Tactical Asset Allocation Portfolio of the
Fund. Dean, located at 2480 Kettering Tower, Dayton, Ohio 45423-2480, is a
registered investment adviser with the Securities and Exchange Commission.
Dean is wholly-owned by C.H. Dean and Associates, Inc. Founded in 1972, Dean
Investments manages portfolios for individuals and institutional clients
worldwide. Dean provides a full range of investment advisory services and
currently has over $4 billion of assets under management. Western Reserve and
Dean will divide equally monthly compensation at the current annual rate of
0.80% of the aggregate average daily net assets of the Tactical Asset
Allocation Portfolio. Dean's compensation will be reduced by 50% of the
amount paid by Western Reserve on behalf of the Tactical Asset Allocation
Portfolio pursuant to any expense limitation or other reimbursement.

J.P. Morgan Investment Management, Inc. ("J.P. Morgan"), located at 522
Fifth Avenue, New York, New York 10036, is sub-adviser to the Money Market
Portfolio of the Fund. Keith M. Schappert is the President and Chief
Executive Officer of J.P. Morgan. J.P. Morgan is a wholly-owned subsidiary of
J.P. Morgan & Co. Incorporated. J.P. Morgan provides investment management
and related services for corporate, public and union employee benefit funds,
foundations, endowments, insurance companies and government agencies. Western
Reserve will receive monthly compensation at the current annual rate of 0.40%
of the aggregate average daily net assets of the Money Market Portfolio. From
this amount, as compensation for its services, J.P. Morgan will receive 0.15%
of the average daily net assets of the Money Market Portfolio.

C.A.S.E. Management, Inc. ("C.A.S.E."), located at 2255 Glades Road, Boca
Raton, Florida 33431, is sub-adviser to the C.A.S.E. Growth Portfolio of the
Fund. C.A.S.E. is a registered investment advisory firm and a wholly-owned
subsidiary of C.A.S.E. Inc. C.A.S.E. Inc. is indirectly controlled by William
Edward Lange, president and chief executive officer of C.A.S.E. C.A.S.E.
provides investment management services to financial institutions, high net
worth individuals, and other professional money managers. Western Reserve and
C.A.S.E. will divide equally monthly compensation at the current annual rate
of 0.80% of the aggregate average daily net assets of the C.A.S.E. Growth
Portfolio.

NWQ Investment Management, Inc. ("NWQ Investment"), located at 655 South
Hope Street, 11th Floor, Los Angeles, California 90017, is sub-adviser to the
Value Equity Portfolio of the Fund. NWQ Investment was founded in 1982 and is
a wholly-owned subsidiary of United Asset Management Corporation. NWQ
Investment provides investment management services to institutions and high
net worth individuals. As of December 31, 1995, NWQ Investment had over $5.6
billion in assets under management. Western Reserve and NWQ Investment will
divide equally monthly compensation at the current annual rate of 0.80% of
the aggregate average daily net assets of the Value Equity Portfolio. NWQ
Investment's compensation will be reduced by 50% of the amount paid by
Western Reserve on behalf of the Value Equity Portfolio pursuant to any
expense limitation or other reimbursement.

In addition to the Series Account, shares of the Fund are also sold to the
WRL Series Annuity Account, a separate account established by Western Reserve
for its variable annuity contracts, and shares of the Growth Portfolio are
sold to the PFL Endeavor Variable Annuity Account, a separate account of PFL
Life Insurance Company, the AUSA Endeavor Variable Annuity Account, a
separate account of AUSA Life Insurance Company, Inc., and to the AUSA Series

17
<PAGE>
Life Account, a separate account of AUSA Life Insurance Company, Inc., all
affiliates of Western Reserve. Shares of the Fund may in the future be sold
to other separate accounts, including separate accounts established for
variable life insurance policies or variable annuity contracts issued by
Western Reserve or its affiliates. It is conceivable that, in the future, it
may become disadvantageous for variable life insurance separate accounts and
variable annuity separate accounts to invest in the Fund simultaneously.
Although neither Western Reserve nor the Fund currently foresees any such
disadvantages, either to variable life insurance policyowners or to variable
annuity contract owners, the Fund's Board of Directors

17
<PAGE>
intends to monitor events in order to identify any material conflicts between
the interests of such variable life insurance policyowners and variable
annuity contract owners and to determine what action, if any, it should take.
Such action could include the sale of Fund 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 the Board of Directors were to
conclude that separate funds should be established for variable life and
variable annuity separate accounts, Western Reserve will bear the attendant
expenses, but variable life insurance 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

Western Reserve reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the shares
that are held by the Series Account or that the Series Account may purchase.
Western Reserve reserves the right to eliminate the shares of any of the
Portfolios of the Fund and to substitute shares of another Portfolio of the
Fund or of another open-end, registered investment company, if the shares of
a Portfolio are no longer available for investment, or if in its judgement
further investment in any Portfolio should become inappropriate in view of
the purposes of the Series Account. Western Reserve will not substitute any
shares attributable to a Policyowner's interest in a Sub-Account of the
Series Account without notice and prior approval of the Commission, to the
extent required by the Investment Company Act of 1940, as amended (the "1940
Act") or other applicable law. Nothing contained herein shall prevent the
Series Account from purchasing other securities for other Portfolios or
classes of policies, or from permitting a conversion between Portfolios or
classes of policies on the basis of requests made by Policyowners.

Western Reserve also reserves the right to establish additional
Sub-Accounts of the Series Account, each of which would invest in a new
Portfolio of the Fund, or in shares of another investment company, with a
specified investment objective. New Sub-Accounts may be established when, in
the sole discretion of Western Reserve, marketing, tax or investment
conditions warrant, and any new Sub-Accounts will be made available to
existing Policyowners on a basis to be determined by Western Reserve. Western
Reserve may also eliminate one or more Sub-Accounts if, in its sole
discretion, marketing, tax, or investment conditions warrant.

In the event of any such substitution or change, Western Reserve may by
appropriate endorsement make such changes in this and other policies as may
be necessary or appropriate to reflect such substitution or change. If deemed
by Western Reserve to be in the best interests of persons having voting
rights under the Policies, the Series Account may be operated as a management
company under the 1940 Act, or it may be deregistered under the 1940 Act in
the event such registration is no longer required.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must send a completed application
to Western Reserve, P.O. Box 5068, Clearwater, Florida 34618-5068. Under
Western Reserve's current rules, the minimum Specified Amount of a Policy is
generally $50,000, declining to $25,000 after age 45. Policies will generally
be issued only to Insureds 75 years of age or under who supply satisfactory
evidence of insurability sufficient to Western Reserve. Western Reserve may,
however, at its sole discretion, issue a Policy to an individual above the
age of 75. Acceptance is subject to Western Reserve's underwriting rules and
Western Reserve reserves the right to reject an application for any reason
permitted by law.

PREMIUMS

Subject to certain limitations, a Policyowner has flexibility in
determining the frequency and amount of premiums.

PREMIUM FLEXIBILITY. Unlike conventional insurance policies, this Policy
frees the Policyowner from the requirement that premiums be paid in
accordance with a rigid and inflexible premium schedule. Western Reserve may
require the Policyowner to pay an Initial Premium at least equal to a minimum
monthly guarantee premium set forth in the Policy before issuing the Policy.
(See Charges and Deductions -Premium Expense Charges, p. 30.) Thereafter,
subject to the minimum and maximum premium limitations described below, a
Policyowner may make unscheduled premium payments at any time in any amount.

PLANNED PERIODIC PREMIUMS. Each Policyowner will determine a Planned
Periodic Premium schedule that provides for the payment of a level premium at
a fixed interval over a specified period of time. The Policyowner is not
required to pay premiums in accordance with this schedule. Furthermore, the

18
<PAGE>
Policyowner has considerable flexibility to alter the amount, frequency, and
the time period over which Planned Periodic Premiums are paid.

The payment of a Planned Periodic Premium will not guarantee that the
Policy remains In Force. Instead, the duration of the Policy depends upon the
Policy's Net Surrender Value. (See Death Benefit - How the Duration of the
Policy May Vary, p. 19.) Thus, even if Planned Periodic Premiums are paid by
the Policyowner, the Policy will nonetheless lapse any time Net Surrender
Value is insufficient to pay certain monthly charges, and a grace period
expires without a sufficient payment. However, during the first three Policy
years, the Policy will remain In Force and no grace period will begin
provided there has been no increase in the Specified Amount or addition of
any riders and the total of the premiums received is equal to or exceeds the
minimum monthly guarantee premium specified in the Policy times the number of
months since the Policy Date, including the current month. (See Policy Lapse
and Reinstatement - Lapse, p. 28.)

18
<PAGE>
PREMIUM LIMITATIONS. In no event may the total of all premiums paid, both
scheduled and unscheduled, exceed the current maximum premium limitations
which qualify the Policy as life insurance according to Federal tax laws. If
at any time a premium is paid which would result in total premiums exceeding
the current maximum premium limitation, Western Reserve will only accept that
portion of the premium which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be returned and no further
premiums will be accepted until allowed by the current maximum premium
limitations set forth in the Policy. Every premium payment, whether scheduled
or unscheduled, must be at least the minimum payment amount required. Under
Western Reserve's current rules, the minimum payment amount is $50. Premium
payments less than this minimum amount may be returned to the Policyowner.

PAYMENT OF PREMIUMS. Payments made by the Policyowner will be treated as a
premium payment unless clearly marked as loan repayments. Certain charges
will be deducted from each premium payment. (See Charges and Deductions -
Premium Expense Charges, p. 30.)

As an accommodation to Policyowners, Western Reserve will accept
transmittal of initial and subsequent premiums of at least $1,000 by wire
transfer. For an Initial Premium, the wire transfer must be accompanied by a
simultaneous telephone facsimile transmission ("FAX") of a completed
application. An Initial Premium accepted via wire transfer with FAX will be
allocated in accordance with current procedures explained in the next section
entitled, "Allocation of Premiums and Cash Value - Allocation of Net
Premiums," p. 27. An Initial Premium made by wire transfer not accompanied by
a simultaneous FAX, or accompanied by a FAX of an incomplete application,
will be retained for a period up to five business days while Western Reserve
attempts to obtain the FAX or complete the essential information required to
establish the Policy and allocate the Initial Premium at the unit value next
determined after receipt of the FAX or information necessary to complete the
application. If Western Reserve cannot obtain the FAX or essential
information within five business days, Western Reserve will return the
Initial Premium to the applicant, unless the applicant consents to allow
Western Reserve to retain the Initial Premium until the required FAX or
essential information is received.

In the event the application with original signature is later received and
the allocation instructions in that application, for any reason, are
inconsistent with those previously designated on the FAX, the Initial Premium
will be reallocated on the first Valuation Date on or following the Record
Date in accordance with the allocation instructions in the application with
original signature.

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

Barnett Bank of Pinellas County
ABA # 063000047
For credit to: Western Reserve Life
Account #: 1263627596
Policyowner's Name:
Policy Number:
Attention: General Accounting
Fax Number: (813) 588-1620

ALLOCATION OF PREMIUMS AND CASH VALUE

NET PREMIUMS. The Net Premium equals the premium paid less the premium
expense charges. (See Charges and Deductions - Premium Expense Charges, p.
30.) When an Initial Premium accompanies the application, monthly deductions
from the Cash Value of the Policy commence on the Policy Date.

ALLOCATION OF NET PREMIUMS. In the application for a Policy, the
Policyowner will allocate Net Premiums to one or more of the Sub-Accounts of
the Series Account, to the Fixed Account, or to a combination of both. (For
Policies issued in New Jersey, the Fixed Account is not available for
allocation of Net Premiums.) Notwithstanding the allocation in the
application, if a premium payment of $2,000 or more is paid upon submission
of the application, the Net Premium will initially be allocated to the
Sub-Account of the Series Account that invests exclusively in shares of the
Money Market Portfolio and will be reallocated on the first Valuation Date on
or following the Record Date in accordance with the directions in the
application. If a premium payment of less than $2,000 accompanies the
application, the Net Premium will be allocated on the first Valuation Date on
or following the Record Date in accordance with the directions in the
application. In either case, the Record Date of the Policy will be the date
on which the Policy is recorded on Western Reserve's books as an In Force
Policy and Western Reserve will allocate Net Premiums to the Accounts on the
first Valuation Date on or following the Record Date in accordance with the
Policyowner's directions. (See Payment and Allocation of Premiums -
Allocation of Premiums and Cash Value, above.)

Net premiums paid after the Record Date will be allocated in accordance
with the Policyowner's instructions. The minimum percentage of each premium
that may be allocated to any account is 10%; percentages must be in whole

19
<PAGE>
numbers. The allocation of future Net Premiums may be changed without charge
at any time by providing Western Reserve with written notification from the
Policyowner, or by calling Western Reserve's toll-free number,
1-800-851-9777. Western Reserve will employ the same procedures to confirm
that such telephone instructions are genuine as it employs regarding
transfers among Sub-Accounts and the Fixed Account by telephone. Upon
instructions from the Policyowner, the registered representative/agent of
record may also change the allocation of future Net Premiums. Western Reserve
reserves the

19
<PAGE>
right to limit the number of changes of the allocation of Net Premiums to one
per year. Investment returns from the amounts allocated to Sub-Accounts of
the Series Account will vary with the investment experience of these
Sub-Accounts and the Policyowner bears the entire investment risk.

TRANSFERS. Cash Value may be transferred among the Sub-Accounts of the
Series Account or from the Sub-Accounts to the Fixed Account. (For Policies
issued in New Jersey, the Fixed Account is not available to receive Cash
Value transferred from the Sub-Accounts.) Transfers may also be made from the
Fixed Account to the Sub-Accounts, subject to certain restrictions. (See The
Fixed Account -Allocations, Transfers and Withdrawals, p. 43.) The amount of
Cash Value available for transfer from any Sub-Account, or the Fixed Account,
is determined at the end of the Valuation Period during which the transfer
request is received at Western Reserve's Office. As previously explained, the
net asset value for each share of the corresponding Portfolio of any Sub-
Account is determined, once daily, as of the close of the regular business
session of the New York Stock Exchange ("Exchange") (usually 4:00 p.m.
Eastern time), which coincides with the end of each Valuation Period. (See
Policy Benefits - Valuation Date and Valuation Period, p. 22.) Therefore, any
transfer request received after the close of the regular business session of
the Exchange, on any day the Exchange is open, will be processed utilizing
the net asset value for each share of the applicable Portfolio determined as
of the close of the regular business session of the Exchange, on the next day
the Exchange is open for business. Cash Value available for transfer from the
Fixed Account will be determined in the same manner.

Policyowners may make transfer requests in writing, or by telephone.
Written requests must be in a form acceptable to Western Reserve. The
registered representative/agent of record for the Policy may, upon
instructions from the Policyowner, make telephone transfers upon request
without the necessity for the Policyowner to have previously authorized
telephone transfers in writing. If, for any reason, a Policyowner does not
want the ability to make transfers by telephone, the Policyowner should
provide written notice to Western Reserve at its Office. All telephone
transfers should be made by calling Western Reserve at its toll-free number
1-800-851-9777. Western Reserve will not be liable for complying with
telephone instructions it reasonably believes to be authentic, nor for any
loss, damage, cost or expense in acting on such telephone instructions, and
Policyowners will bear the risk of any such loss. Western Reserve will employ
reasonable procedures to confirm that telephone instructions are genuine. If
Western Reserve does not employ such procedures, it may be liable for losses
due to unauthorized or fraudulent instructions. Such procedures may include,
among others, requiring forms of personal identification prior to acting upon
such telephone instructions, providing written confirmation of such
transactions to Policyowners, and/or tape recording of telephone instructions
received from Policyowners. Western Reserve may, at any time, revoke or
modify the transfer privilege. Under Western Reserve's current procedures, it
will effect transfers and determine all values in connection with transfers
at the end of the Valuation Period during which the transfer request is
received at Western Reserve's Office.

Twelve Cash Value transfers are permitted without charge in a Policy year.
Western Reserve will impose a charge of $10 for each subsequent transfer. The
transfer charge will not be increased. (See Optional Cash Value Charges
- - Certain Cash Value Transfers, p. .) All transfers made in any one day will
be considered a single transfer and any transfer charges will be deducted in
an equal amount from each Sub-Account from which a transfer was made.
Transfers resulting from policy loans, the exercise of conversion rights, and
the reallocation of Cash Value immediately after the Record Date, will not be
treated as a transfer for the purpose of this charge. No transfer charge will
apply to transfers from the Fixed Account to a Sub-Account or to the exercise
of the conversion rights. (See Policy Rights - Conversion Rights, p. .)

DOLLAR COST AVERAGING

The Policyowner may direct Western Reserve to automatically transfer
specified amounts from the Money Market Sub-Account, the Bond Sub-Account,
the Short-to-Intermediate Government Sub-Account, the Fixed Account or any
combination of these Accounts on a monthly basis to a Sub-Account. This
service, offered without charge, is intended to allow the Owner to utilize
"Dollar Cost Averaging," a long-term investment method which provides for
regular, level investments over time. Western Reserve makes no guarantees
that Dollar Cost Averaging will result in a profit or protect against loss.
To qualify for Dollar Cost Averaging a minimum of $10,000 must be in each
Account from which transfers will be made and at least $1,000, in the
aggregate, must be transferred each month, unless Western Reserve consents to
a smaller amount.

To further qualify for Dollar Cost Averaging from the Fixed Account, no
more than one-tenth (1/10) of the amount in the Fixed Account at the
commencement of Dollar Cost Averaging can be transferred each month. Other
types of transfers from the Fixed Account may also be subject to certain
other restrictions. (See "THE FIXED ACCOUNT - Allocations, Transfers and
Withdrawals" on page .)

A written election of this service, on a form provided by Western Reserve,

20
<PAGE>
must be completed by the Policyowner in order to begin transfers. The first
transfer will occur during the month which follows receipt of the form,
providing the form is received by the 25th day of the month. Once elected,
transfers from the Money Market, Bond, Short-to-Intermediate Government
Sub-Accounts or the Fixed Account will be processed monthly until the entire
value of each Account from which transfers are made is completely depleted or
the Policyowner instructs Western Reserve in writing to cancel the monthly
transfers. For example, if $15,000 was allocated to the Money Market
Sub-Account and $10,000 was allocated to the Bond Sub-Account and transfers

20
<PAGE>
of $500 are made each month from each of these Sub-Accounts to the Growth
Sub-Account, transfers of $500 per month would continue to be made from the
Money Market Sub-Account even though transfers from the Bond Sub-Account had
ceased as a result of depletion of value. (See "CHARGES AND DEDUCTIONS -
Transfer Charge" on page .) Each transfer which occurs under the Dollar
Cost Averaging service will be counted towards the twelve free transfers
allowed during each Policy year. Western Reserve reserves the right to
discontinue offering Dollar Cost Averaging upon 30 days written notice to
Policyowners. Dollar Cost Averaging is not available if the Owner has elected
the Asset Rebalancing Program.

Although Dollar Cost Averaging is not available as of the date of this
Prospectus, Western Reserve anticipates its availability by the end of 1996,
and will notify Policyowners accordingly.

ASSET REBALANCING PROGRAM

Western Reserve will offer a program, without charge, under which the
Policyowner may authorize Western Reserve to transfer automatically Cash
Value periodically to maintain a particular percentage allocation among the
Sub-Accounts. The Cash Value allocated to each Sub-Account will grow or
decline in value at different rates. The Asset Rebalancing Program
automatically reallocates the Cash Value in the Sub-Accounts at the end of
each period to match the Contract's currently effective Net Purchase Payment
allocation schedule. The Asset Rebalancing Program is intended to transfer
Cash Value from those Sub-Accounts that have increased in value to those
Sub-Accounts that have declined in value. Over time, this method of investing
may help an Owner buy low and sell high. This investment method does not
guarantee gains, nor does it assure that any Sub-Account will not have
losses.

To qualify for Asset Rebalancing, a minimum Cash Value of $10,000 for an
existing Policy, or a minimum Initial Premium of $10,000 for a new Policy, is
required. To participate in the Asset Rebalancing Program, a properly
completed Asset Rebalancing Request Form must be received by Western Reserve
at its Administrative Office. An Asset Rebalancing Request Form is available
upon request.

Owners may elect rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Policy Date. Following receipt of the Asset
Rebalancing Request Form, Western Reserve will effect the initial rebalancing
of Cash Value on the next such anniversary, in accordance with the Policy's
current Net Premium allocation schedule. The amounts transferred will be
credited at the unit value next determined on the dates the transfers are
made. If a day on which rebalancing would ordinarily occur falls on a day on
which the New York Stock Exchange is closed, rebalancing will occur on the
next day the New York Stock Exchange is open. The Asset Rebalancing Program
is available only before the Maturity Date, and is not available if the
Policyowner has elected Dollar Cost Averaging. Each reallocation which occurs
under the Asset Rebalancing Program will be counted towards the twelve free
transfers allowed during each Policy year.

The Policyowner may terminate participation at any time in the Asset
Rebalancing Program by oral or written request to Western Reserve.
Participating in the Asset Rebalancing Program will terminate automatically
if any transfer is made to, or from, any Sub-Account, other than on account
of a scheduled rebalancing. If the Policyowner wishes to resume the Asset
Rebalancing Program after it has been canceled, a new Asset Rebalancing
Request Form must be completed and sent to Western Reserve. The Policyowner
may start and stop participation in the Asset Rebalancing Program at any
time; however, Western Reserve reserves the right to restrict entry into the
Asset Rebalancing Program to once per Policy Year. Cash Value allocated to
the Fixed Account may not be included in the Asset Rebalancing Program.

Western Reserve may discontinue, modify, or suspend, the Asset Rebalancing
Program at any time.

Although the Asset Rebalancing Program is not available as of the date of
this prospectus, Western Reserve anticipates its availability by the end of
1996, and will notify Policyowners accordingly.

POLICY LAPSE AND REINSTATEMENT

LAPSE. Unlike conventional life insurance policies, the failure to make a
Planned Periodic Premium payment will not itself cause the Policy to Lapse.
Lapse will only occur where Net Surrender Value is insufficient to cover the
monthly deduction, and a grace period expires without a sufficient payment by
the Policyowner. If Net Surrender Value is insufficient to cover the monthly
deduction, the Policyowner must, except as noted below, pay during the grace
period a payment at least sufficient to provide a Net Premium to cover the
sum of the monthly deductions due within the grace period. (See Charges and
Deductions, below.) (For Policies issued in New Jersey, should the grace
period begin during the first three Policy years, the payment necessary to
keep the Policy In Force is the lesser of the amount necessary to satisfy the
minimum monthly guarantee premium and the amount necessary to increase the
Net Surrender Value to cover the monthly deduction due.) However, during the

21
<PAGE>
first three Policy years, the Policy will not lapse and no grace period will
begin provided there has been no increase in the Specified Amount or addition
of any riders and the total of the premiums received (minus any withdrawals
and outstanding loans) equals or exceeds the minimum monthly guarantee
premium shown in the Policy times the number of months since the Policy Date,
including the current month. Essentially, the Policy will not lapse during
the first three Policy years, as long as the conditions described in the
preceding sentence have been met, and even though Net Surrender Value at any
point during the first three Policy years is insufficient to cover the
monthly deduction and a grace period has expired without a payment sufficient
to cover the monthly deduction. Such a Lapse could happen if the investment
experience has been sufficiently

21
<PAGE>
unfavorable to have resulted in a decrease in the Net Surrender Value, or the
Net Surrender Value has decreased because not enough premiums have been paid
to offset the monthly charges.

If Net Surrender Value is insufficient to cover the monthly deduction,
Western Reserve will notify the Policyowner and any assignee of record of the
minimum payment needed to keep the Policy In Force. The Policyowner will then
have a grace period of 61 days, measured from the date notice is sent to the
Policyowner, for Western Reserve to receive sufficient payments. (For
Policies issued in New Jersey, Policyowners will have a grace period of 61
days to mail sufficient payments.) If Western Reserve does not receive a
sufficient payment within the grace period, Lapse of the Policy will result.
If a sufficient payment is received during the grace period, any resulting
Net Premium will be allocated among the Accounts, and any monthly deductions
due will be charged to such Accounts, in accordance with the Policyowner's
then current instructions. (See Allocation of Premiums and Cash Value -
Allocation of Net Premiums, p. 27, and Charges and Deductions - Cash Value
Charges, p. 32.) If the Insured dies during the grace period, the death
benefit proceeds will equal the amount of the death benefit proceeds
immediately prior to the commencement of the grace period, reduced by any due
and unpaid charges.

REINSTATEMENT. A lapsed Policy may be reinstated any time within five
years after the date of Lapse and before the Maturity Date by submitting the
following items to Western Reserve:

1. A written application for reinstatement from the Policyowner;

2. Evidence of insurability satisfactory to Western Reserve; and

3. A premium that, after the deduction of premium expense charges, is
large enough to cover:

(a) one monthly deduction at the time of termination;

(b) the next two monthly deductions which will become due after the
time of reinstatement; and

Western Reserve reserves the right to decline a reinstatement request. Any
indebtedness on the date of Lapse will not be reinstated. The Cash Value of
the Loan Reserve on the date of reinstatement will be zero. The amount of Net
Surrender Value on the date of reinstatement will be equal to the Net
Premiums paid at reinstatement, less the amounts paid in accordance with (a)
and (c) above.

Upon approval of the application for reinstatement, the effective date of
reinstatement will be the first Monthly Anniversary on or next following the
date Western Reserve approves the application for reinstatement.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate
Western Reserve for: (1) providing the insurance benefits set forth in the
Policy and any optional insurance benefits added by rider; (2) administering
the Policy; (3) assuming certain risks in connection with the Policy; and (4)
incurring expenses in distributing the Policy. The nature and amount of these
charges are described more fully below.

PREMIUM EXPENSE CHARGES

Prior to allocation of Net Premiums among the Accounts, premiums paid will
be reduced by a premium expense charge consisting of a sales charge, a charge
for premium taxes and a premium collection charge.

SALES CHARGE. A sales charge equal to 3.5% of the premiums paid through
the end of the tenth Policy year will be deducted to compensate Western
Reserve for distribution expenses incurred in connection with the Policy.
These expenses include agent sales commissions, the cost of printing
prospectuses and sales literature, and any advertising costs. The sales
charge in any Policy year is not necessarily related to actual distribution
expenses incurred in that year. Western Reserve expects to incur the majority
of distribution expenses in the first Policy year and to recover any
deficiency over the life of the Policy and from Western Reserve's General
Account, which may include profits, if any, derived from the mortality and
expense risk charge collected under the Policy.

PREMIUM TAXES. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium tax rates vary from state to state
from a range of 0.5% to 3.5%. Regardless of the actual rate assessed by a
particular state, a deduction of an amount equal to 2.5% of each premium
payment will be made to compensate Western Reserve for paying this tax.
Because of the retaliatory provisions of state premium tax laws, Western

22
<PAGE>
Reserve is required to pay a minimum 2.5% premium tax regardless of a state's
actual premium tax rate.

PREMIUM COLLECTION CHARGE. Each premium payment will be reduced by a $2.00
per premium payment charge that will compensate Western Reserve for costs
associated with premium billing and collection. The premium collection charge
will not be increased in the future.

CONTINGENT SURRENDER CHARGES

If the Policy is totally surrendered (or the Net Surrender Value is
applied under a settlement option) prior to the end of the fifteenth (15th)
Policy year, a surrender charge for the initial Specified Amount will be
deducted from the Policy's Cash Value. The surrender charge consists of the
sum of:

(a) an administrative component (DEFERRED ISSUE CHARGE), and

(b) a sales component (DEFERRED SALES CHARGE).

Both (a) and (b) are multiplied by (c), the applicable SURRENDER CHARGE
PERCENTAGE.

22
<PAGE>
(a) DEFERRED ISSUE CHARGE. The deferred issue charge is a level charge of
$5.00 per thousand of initial Specified Amount. This charge is to assist
Western Reserve in recovering the underwriting, processing and start-up
expenses incurred in connection with the Policy and the Series Account. These
expenses include the cost of processing applications, conducting medical
examinations, determining insurability and the Insured's rate class, and
establishing Policy records. Western Reserve does not anticipate that it will
make any profit on this charge. A surrender charge consisting only of a
deferred issue charge applies prior to the 15th Policy year to the amount of
any increase in the Specified Amount. This surrender charge is also
multiplied by the applicable surrender charge percentage shown in the Policy.

(b) DEFERRED SALES CHARGE. The deferred sales charge is (1) 26.5% of the
sum of all premiums paid up to the Guideline Premium shown in the Policy and,
(2) for the sum of all premiums paid in excess of the first Guideline Premium
("excess premium charge"), a percentage which varies by the Issue Age and sex
of the Insured as follows:

ISSUE AGE RANGE
------------------------------
EXCESS PREMIUM MALE AND
CHARGE UNISEX FEMALE
- --------------- ----------- ---------
4.2% 0-55 0-62
3.7% 56-63 63-69
3.1% 64-68 70-74
2.5% 69-73 75
2.0% 74-75

The deferred sales charge is designed to assist Western Reserve in
recovering distribution expenses incurred in connection with the Policy,
including agent sales commissions, the cost of printing prospectuses and
sales literature, and any advertising costs. The proceeds of the charge may
not be sufficient to cover these expenses. To the extent they are not,
Western Reserve will cover the shortfall from its General Account assets,
which may include profits from the mortality and expense risk charge under
the Policy.

(c) SURRENDER CHARGE PERCENTAGE. As stated above, the percentage is
applied to the surrender charge due upon any surrender of a Policy during the
first fourteen Policy years. In Policy years 1-10 this percentage is 100% for
male Insureds at Issue Ages 0-65 and female Insureds at Issue Ages 0-70, and
then declines at the rate of 20% per year until reaching zero at the end of
the fifteenth (15th) Policy year as shown below. For Insureds with older
Issue Ages, this percentage is less than 100% at the end of the tenth (10th)
Policy year and declines to 0% in the fifteenth (15th) Policy year.
Therefore, application of the percentage the surrender charges in the event
of any surrender during the eleventh through fourteenth Policy years will
result in reduced surrender charges. See Example (2) below. Percentages for
the Protector Plus Program are different than those shown below. (See
"CHARGES AND DEDUCTIONS - Protector Plus Program," p. .)

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

SURRENDER CHARGE PERCENTAGE
END OF POLICY YEAR* PERCENTAGE
- ------------------------------- ---------------
At Issue 100%
1-10 100%
11 80%
12 60%
13 40%
14 20%
15 0%
16+ 0%

* THE PERCENTAGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED
BETWEEN THE TWO END OF YEAR PERCENTAGES.

(d) EXAMPLE (1) Assume a male Insured purchases the Policy when age 35 for
$100,000 of Specified Amount, paying the Guideline Premium of $1,007, and an
additional premium amount of $493 in excess of the Guideline Premium, for a
total premium of $1,500 per year for four years ($6,000 total for four
years), and then surrenders the Policy. The surrender charge would be
calculated as follows:

(i) DEFERRED ISSUE CHARGE - [100 x $5.00]
($5.00/$1,000 of Initial Specified Amount) = $500.00

(ii) DEFERRED SALES CHARGE:
(1) 26.5% of Guideline Premium paid
[26.5% x $1,007], and = $266.86

23
<PAGE>
(2) 4.2% of premiums paid in excess
of Guideline Premium
[4.2% x $4,993] = $209.71

(iii) APPLICABLE SURRENDER CHARGE = 100%
[(a)$500.00 + (b)($266.86 + $209.71)]
x 100%
SURRENDER CHARGE = [$500.00 + $476.57]
x 100% = $976.57
=======

EXAMPLE (2) - Assume the same facts as in Example (1), EXCEPT the Owner
surrenders the Policy on the 14th Policy Anniversary:

(i) DEFERRED ISSUE CHARGE - [100 x $5.00] = $500.00

(ii) DEFERRED SALES CHARGE:
(1) [26.5% x $1,007], and = $266.86
(2) [4.2% x $19,993] = $839.71

(iii) APPLICABLE SURRENDER CHARGE = 20%
[(a)$500.00 + (b)($266.86 + $839.71)]
x 20%
SURRENDER CHARGE = [$500.00 +
$1,106.57] x 20% = $321.31
=======

23
<PAGE>
If the Owner waits until the 15th Policy Anniversary or after, there will
be no surrender charge.

(e) DEFERRED ISSUE CHARGE ON INCREASES. During the 15 Policy years
following each increase in Specified Amount, an additional surrender charge
will be incurred upon surrender of the Policy. This charge is calculated by
multiplying the amount of the increase in Specified Amount, in thousands, by
the $5.00 deferred issue charge. The resulting product is then multiplied by
the applicable surrender charge percentage shown in the Policy, with Policy
years commencing on the date of the increase. Western Reserve does not
anticipate making a profit on this charge.

CASH VALUE CHARGES

Charges will be deducted monthly from the Cash Value of each Policy
("monthly deduction") to compensate Western Reserve for certain
administrative costs, the cost of insurance and optional benefits added by
rider. The monthly deduction will be deducted on each Monthly Anniversary and
will be allocated among the Accounts on the same basis as Net Premiums are
allocated. If the value of any Account is insufficient to pay its part of the
monthly deduction, the monthly deduction will be taken on a pro rata basis
from all Accounts. Because portions of the monthly deduction, such as the
cost of insurance, can vary from month-to-month, the monthly deduction itself
will vary in amount from month-to-month.

COST OF INSURANCE. Western Reserve will determine the monthly cost of
insurance charge by multiplying the applicable cost of insurance rates by the
net amount at risk for each Policy Month. The net amount at risk for a Policy
Month is (a) the death benefit at the beginning of the Policy Month divided
by 1.0032737 (which reduces the net amount at risk, solely for purposes of
computing the cost of insurance, by taking into account assumed monthly
earnings at an annual rate of 4%), less (b) the Cash Value at the beginning
of the Policy Month. When there is an increase in the Specified Amount of a
Policy which results in a greater net amount at risk, the cost of insurance
deduction will increase.

Cost of insurance rates will be based on the sex, Attained Age and rate
class of the Insured, and the length of time a Policy has been In Force. The
actual monthly cost of insurance rates will be based on Western Reserve's
expectations as to future experience. They will not, however, be greater than
the guaranteed cost of insurance rates set forth in the Policy. These
guaranteed rates are based on the 1980 Commissioners Standard Ordinary
(C.S.O.) Mortality Tables and the Insured's sex, Attained Age and rate class.
For standard rate classes, these rates will not exceed rates contained in the
1980 C.S.O. Tables. Western Reserve also may guarantee that actual cost of
insurance rates will not be changed for a specified period of time (E.G., one
year). Any change in the cost of insurance rates will apply to all Insureds
of the same age, sex, and rate class whose Policies have been In Force for
the same length of time.

The Policies offered by this Prospectus are based on mortality tables that
distinguish between men and women. As a result, the Policy pays different
benefits to men and women of the same age. The State of Montana prohibits the
use of actuarial tables that distinguish between men and women in determining
premiums and policy benefits for policies issued on the lives of its
residents. The State of Massachusetts formerly had a similar prohibition and
has introduced legislation which would reinstate such prohibition. Therefore,
Policies offered by this Prospectus to insure residents of the states of
Montana and Massachusetts will have premiums and benefits which are based on
actuarial tables that do not differentiate on the basis of sex.

The rate class of an Insured will affect the cost of insurance rate.
Western Reserve currently places Insureds into the following four standard
rate classes: non-smoker Ultimate Select, non-smoker Select, smoker Ultimate
Standard, and smoker Standard; as well as various other sub-standard rate
classes involving a higher mortality risk. In an otherwise identical Policy,
the cost of insurance rate is generally higher for smokers than for
non-smokers and, within these two categories, higher for Insureds not in the
Ultimate category than for Insureds in the Ultimate category.

Western Reserve may also issue certain Policies on a "simplified" or
expedited basis to certain categories of individuals (for example, Policies
issued at a predetermined Specified Amount or underwritten on a group basis).
Policies issued on this basis will have guaranteed cost of insurance rates no
higher than the guaranteed rates for non-smoker Select or smoker Standard
categories (as appropriate); however, due to the special underwriting
criteria established for these issues, actual rates may be higher or lower
than the current cost of insurance rates charged under otherwise identical
Policies that are underwritten using standard underwriting criteria.

MONTHLY POLICY CHARGE. Western Reserve has primary responsibility for the
administration of the Policy and the Series Account. Annual administrative
expenses include recordkeeping, processing death benefit claims, Policy
changes, reporting and overhead costs. As reimbursement for administrative
expenses related to the maintenance of each Policy and the Series Account,
Western Reserve assesses a monthly administration charge from each Policy.

24
<PAGE>
This charge is currently $5.00 per Policy Month and will not be increased.
Western Reserve does not anticipate that it will make any profit from this
charge.

OPTIONAL CASH VALUE CHARGES

The following optional Cash Value charges will be deducted from the Policy
as the result of changes or elections made to the Policy and initiated by the
Policyowner.

OPTIONAL INSURANCE BENEFITS. The monthly deduction will include charges
for any optional insurance benefits added to the Policy by rider.

CASH VALUE TRANSFERS. After twelve (12) free transfers per year, Western
Reserve will impose and deduct from each amount transferred a transfer charge
of $10 to compensate Western Reserve for the costs in effectuating the
transfer. The

24
<PAGE>
transfer charge will not be increased in the future. Western Reserve does not
expect to make a profit on the charge.

CASH WITHDRAWALS. A processing fee equal to the lesser of $25 or 2% of the
amount withdrawn will be deducted from amounts withdrawn from the Policy and
the balance will then be paid to the Policyowner. This fee will not be
increased. Western Reserve does not anticipate that it will make any profit
from this fee.

CHARGES AGAINST THE SERIES ACCOUNT

Certain expenses will be deducted as a percentage of the value of the net
assets of the Series Account to compensate Western Reserve for certain risks
assumed in connection with the Policy.

MORTALITY AND EXPENSE RISK CHARGE. Western Reserve will deduct a daily
charge from the Series Account at an annual rate of 0.90% of the average
daily net assets of the Series Account. Under Western Reserve's current
procedures, these amounts are paid to the General Account monthly. Western
Reserve may profit from this charge.

The mortality risk assumed by Western Reserve is that Insureds may live
for a shorter time than projected. The expense risk assumed is that expenses
incurred in issuing and administering the Policies will exceed the limits on
administrative charges set in the Policies. Western Reserve also assumes
risks with respect to other contingencies including the incidence of Policy
loans, which may cause Western Reserve to incur greater costs than
anticipated when designing the Policies.

TAXES. Currently no charge is made to the Series Account for Federal
income taxes that may be attributable to the Series Account. Western Reserve
may, however, make such a charge in the future. Charges for other taxes, if
any, attributable to the Series Account may also be made. (See Federal Tax
Matters, p. 44.)

INVESTMENT ADVISORY FEE. Because the Series Account purchases shares of
the Fund, the net assets of the Series Account will reflect the investment
advisory fee and other expenses incurred by the Fund. (See pp. 23-24 for a
discussion of the investment advisory fees of each Portfolio.)

GROUP OR SPONSORED ARRANGEMENTS

Policies may be purchased under group or sponsored arrangements, as well
as on an individual basis. A "group arrangement" includes a program under
which a trustee, employer or similar entity purchases individual Policies
covering a group of individuals on a group basis. Examples of such
arrangements are employer-sponsored benefit plans which are qualified under
Section 401 of the Internal Revenue Code and deferred compensation plans. A
"sponsored arrangement" includes a program under which an employer permits
group solicitation of its employees or an association permits group
solicitation of its members for the purchase of Policies on an individual
basis.

The premium expense charges, contingent surrender charges, minimum premium
and minimum Specified Amount described in "Charges and Deductions" may be
reduced for Policies issued in connection with group or sponsored
arrangements. Western Reserve will reduce these charges in accordance with
its rules in effect as of the date an application for a Policy is approved.
To qualify for such a reduction, a group or sponsored arrangement must
satisfy certain criteria as to, for example, size and number of years in
existence. Generally, the sales contacts and effort, administrative costs and
mortality cost per Policy vary based on such factors as the size of the group
or sponsored arrangement, its stability as indicated by its term of
existence, the purposes for which Policies are purchased and certain
characteristics of its members. The amount of reduction and the criteria for
qualification will reflect the reduced sales effort resulting from sales to
qualifying groups and sponsored arrangements.

Western Reserve may, in addition to waiving or reducing the premium
expense charges, contingent surrender charges, minimum premium and minimum
Specified Amount, also waive or reduce the Monthly Administration Charge and
the charge for a cash withdrawal when lower administrative costs are incurred
for: (a) current and retired directors, officers, full-time employees and
agents of Western Reserve and its affiliates; (b) current and retired
directors, officers, full-time employees and registered representatives of
InterSecurities, Inc. and any broker-dealer which has a sales agreement with
InterSecurities, Inc.; (c) any Trust, pension, profit-sharing or other
employee benefit plan of any of the foregoing persons or entities; (d)
current and retired directors, officers and full-time employees of WRL
Series Fund, Inc. and any IDEX mutual fund, and any investment adviser or
investment sub-adviser thereto; and (e) any member of a family of any of the
foregoing (E.G., spouse, child, sibling, parent-in-law). Western Reserve
reserves the right to modify or terminate this arrangement at any time.

Western Reserve may modify from time to time on a uniform basis both the
amounts of reductions and the criteria for qualification. In no event,

25
<PAGE>
however, will group or sponsored arrangements established for the sole
purpose of purchasing Policies, or which have been in existence for less than
six months, qualify for such reductions. Reductions in these charges will not
be unfairly discriminatory against any person, including the affected
Policyowners and all other Policyowners of Policies funded by the Series
Account.

In 1983 the United States Supreme Court held that certain insurance
policies, the benefits under which vary based on sex, may not be used to fund
certain employer-sponsored benefit plans and fringe benefit programs. Western
Reserve recommends that any employer proposing to offer the Policies to
employees under a group or sponsored arrangement consult his or her attorney
before doing so. (See Federal Tax Matters - Employment-Related Benefit Plans,
p. 47.)

PROTECTOR PLUS PROGRAM

Policyowners who make an Initial Premium payment of at least $10,000 or
more, and which is at least 90% of the maximum allowable single premium, may
elect to participate in the Protector Plus Program ("Protector Plus"),
formerly

25
<PAGE>
called the "Large Initial Premium Program," under which the underwriting
process is both expedited and shortened in length by reducing the number and
extent of the items required to determine the risk assumed by Western
Reserve. The Protector Plus entails fewer administrative costs for Western
Reserve and also reduces distribution costs by relieving sales
representatives from some of the burden of assisting in the underwriting.

A Protector Plus Policy sold under this simplified underwriting
arrangement differs from a standard Policy in six principal respects: (1) a
minimum Initial Premium payment which is at least $10,000 and which is at
least 90% of the maximum allowable premium, (2) no premium expense charges
are assessed, (3) the underwriting process is shorter and simpler, (4) the
cost of insurance charges may be different for certain Policyowners, (5)
premium payment provisions may be more restricted than for Policies issued on
a standard basis, and (6) most Protector Plus Policies will be "modified
endowment contracts" for Federal income tax purposes. (See Tax Treatment of
Policy Benefits - Modified Endowment Contracts, p. 46.)

Due to the lower administrative and distribution expenses associated with
the Protector Plus, no premium expense charges (i.e., sales charge, premium
tax charge and premium collection charge) are made. (See Charges and
Deductions - Premium Expense Charges, p. 30.) Depending on age of issue and
Specified Amount, certain medical underwriting requirements will be waived.

Additionally, for Protector Plus Policies issued on and after May 1, 1996,
the length of time the Surrender Charge Percentage applies is reduced, as
follows:

SURRENDER CHARGE PERCENTAGE
END OF POLICY YEAR* PERCENTAGE
- ------------------------------- ---------------
At Issue 100%
1-5 100%
6 80%
7 60%
8 40%
9 0%

* THE PERCENTAGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED
BETWEEN THE TWO END OF YEAR PERCENTAGES.

For a full explanation of the Contingent Surrender Charges, to which the
Surrender Charge Percentage is applied, see "CHARGES AND DEDUCTIONS -
Contingent Surrender Charge," p. .

Although for non sub-standard rate classes the guaranteed cost of
insurance rates for Protector Plus Policies will not be greater than those
for standard Policies, current rates for Protector Plus Policies during the
first ten Policy years may be higher for certain Policyowners (I.E., those
who are assigned to non-smoker Ultimate Select or smoker Ultimate Standard
rate classes) than would be the case for standard Policies. (See Cash Value
Charges - Cost of Insurance, p. 32.)

Under Western Reserve's current rules, the minimum possible Specified
Amount for a Protector Plus Policy at issue is the amount of insurance that
the $10,000 Initial Premium payment will purchase based on the Insured's age,
sex, and rate class and certain Federal tax law guidelines. Likewise, for any
larger Initial Premium payment there will be a correspondingly larger minimum
Specified Amount at issue.

The maximum Specified Amount for a Protector Plus Policy is a function of
the size of the Initial Premium payment and is approximately 111% of the
lowest possible minimum Specified Amount available for the same amount of
Initial Premium payment.

Depending on the Specified Amount selected by the Policyowner, a large
Initial Premium payment, such as that required for a Protector Plus Policy,
will generally limit the ability to make additional premium payments. This
limit exists because the total of all premiums paid under a Policy may not
exceed the maximum premium limitation imposed by Federal tax laws. (See
Premiums - Premium Limitations, p. 26.) Of course, under a Protector Plus
Policy, there are no Planned Periodic Premiums.

Most Protector Plus Policies will be modified endowment contracts.
Distributions from modified endowment contracts are generally treated as
ordinary income subject to tax up to the amount equal to the excess of the
Cash Value before the distribution over the investment in the Policy. In
addition, the portion of any such distribution that is included in income is
subject to a 10% penalty tax, except where the distribution is made on or
after the Policyowner attains age 59 1/2, is attributable to the Policyowner
becoming disabled or is part of a series of substantially equal periodic
payments for the life (or the life expectancy) of the Policyowner. Such
distributions include surrenders, cash withdrawals and Policy loans. (See Tax
Treatment of Policy Benefits - Distributions From Policies Classified as

26
<PAGE>
Modified Endowment Contracts, p. 46.)

POLICY RIGHTS

LOAN PRIVILEGES

POLICY LOAN. After the first Policy year and so long as the Policy remains
In Force, the Policyowner may borrow money from Western Reserve using the
Policy as the only security for the loan. Western Reserve reserves the right
to permit a Policy Loan prior to the first Policy Anniversary for Policies
issued pursuant to a transfer of cash values from another life insurance
policy under Section 1035(a) of the Internal Revenue Code of 1986, as
amended. The maximum amount that may be borrowed is 90% of the Cash Value,
less any surrender charge and any already outstanding Policy loan. Western
Reserve reserves the right to limit the amount of any Policy loan to not less
than $500. Outstanding loans have priority over the claims of any assignee or
other person. The loan may be repaid totally or in part before the Maturity
Date of the Policy and while the Policy is In Force. A loan which is taken
from, or secured by, a Policy may have Federal income tax consequences. (See
Federal Tax Matters, p. 44.)

26
<PAGE>
An amount equal to the loan plus interest in advance until the next Policy
Anniversary will be withdrawn from the Account or Accounts specified and
transferred to the Loan Reserve until the loan is repaid. The Sub-Accounts of
the Series Account may be specified. If no Account is specified, the loan
amount will be withdrawn from each Account in the same manner as the current
allocation instructions.

The amount of the loan will normally be paid within seven days after
receipt of a proper request in a manner permitted by Western Reserve.
Postponement of loans may take place under certain conditions. (See General
Provisions - Postponement of Payments, p. 39.) Under Western Reserve's
current procedures, at each Anniversary, Western Reserve will compare the
amount of the outstanding loan (including loan interest in advance until the
next Policy Anniversary, if not paid) to the amount in the Loan Reserve
(including interest credited to the Loan Reserve during the previous Policy
year). Western Reserve will also make this comparison any time the
Policyowner repays all of the loan. At each such time, if the amount of the
outstanding loan exceeds the amount in the Loan Reserve, Western Reserve will
withdraw the difference from the Accounts 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, Western Reserve will withdraw the
difference from the Loan Reserve and transfer it to the Accounts in the same
manner as Net Premiums are allocated. Western Reserve reserves the right to
require the transfer of such amounts to the Fixed Account, where such amounts
will be credited at the applicable rate and subject to the applicable
transfer and withdrawal restrictions. (See The Fixed Account, p. 42.) No
charge will be imposed for these transfers.

INTEREST RATE CHARGED. For Policies issued prior to May 1, 1994, the
interest rate charged on Policy loans is at the rate of 7.4% payable annually
in advance. For Policies issued on or after May 1, 1994, the interest rate on
a Policy loan is 5.2% payable annually in advance. For the following states,
the interest rate on a Policy loan is 7.4% for all Policies issued prior to,
and 5.2% for Policies issued on or after the date indicated: Idaho - May 24,
1994, Montana - May 20, 1994, Rhode Island - May 19, 1994, Oregon - June 27,
1994, Minnesota - December 28, 1994, Vermont - February 21, 1996. If unpaid
when due, interest will be added to the amount of the loan and will become
part of the loan and bear interest at the same rate.

LOAN RESERVE INTEREST RATE CREDITED. The amount transferred to the Loan
Reserve will accrue interest at a minimum effective annual rate not less than
4%. Western Reserve may credit a higher rate, but it is not obligated to do
so.

EFFECT OF POLICY LOANS. A Policy loan affects the Policy, because the
death benefit and Net Surrender Value under the Policy are reduced by the
amount of the loan. Repayment of the loan causes the death benefit and Net
Surrender Value to increase by the amount of the repayment.

As long as a loan is outstanding, an amount equal to the loan plus
interest in advance until the next Policy Anniversary is held in the Loan
Reserve. This amount will not be affected by the Series Account's investment
performance. Amounts transferred from the Series Account to the Loan Reserve
will affect the Series Account value because such amounts will be credited
with an interest rate declared by Western Reserve rather than a rate of
return reflecting the investment performance of the Series Account. (See The
Fixed Account - Minimum Guaranteed and Current Interest Rates, p. 43.)

There are risks involved in taking a Policy loan, a few of which include
the potential for a Policy to lapse if projected earnings, taking into
account outstanding loans, are not achieved, as well as adverse tax
consequences which occur if a Policy lapses with loans outstanding. (See
Federal Tax Matters - Tax Treatment of Policy Benefits, p. 45.)

INDEBTEDNESS. Indebtedness equals the total of all Policy loans less any
unearned loan interest on the loans. If indebtedness exceeds the Cash Value
less the then applicable surrender charge, Western Reserve will notify the
Policyowner and any assignee of record. If a sufficient payment equal to
excess indebtedness is not received by Western Reserve within 61 days from
the date notice is sent, the Policy will Lapse and terminate without value.
The Policy, however, may later be reinstated. (See Policy Lapse and
Reinstatement, p. 28.)

REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the
Maturity Date of the Policy and while the Policy is In Force. Payments made
by the Policyowner while there is indebtedness will be treated as premium
payments unless the Policyowner indicates that the payment should be treated
as a loan repayment. (See Policy Rights - Benefits at Maturity, p. 38.) If
not repaid, Western Reserve may deduct indebtedness from any amount payable
under the Policy. As indebtedness is repaid, the Policy's value in the Loan
Reserve securing the indebtedness repaid will be transferred from the Loan
Reserve to the Accounts in the same manner as Net Premiums are allocated.
However, Western Reserve reserves the right to require the transfer to the
Fixed Account. Western Reserve will allocate the repayment of indebtedness at
the end of the Valuation Period during which the repayment is received.

27
<PAGE>
SURRENDER PRIVILEGES

At any time before the earlier of the death of the Insured or the Maturity
Date, the Policyowner may totally surrender or, after the first Policy year,
make a cash withdrawal from the Policy by sending a written request to
Western Reserve. The amount available for surrender is the Net Surrender
Value at the end of the Valuation Period during which the surrender request
is received at Western Reserve's Office. The Net Surrender Value is equal to
the Cash Value less indebtedness and less any surrender charge. The surrender
charge has both an administrative (deferred issue charge) and sales (deferred
sales charge) component. (See Charges and Deductions - Contingent Surrender
Charges, p. 30.) Surrenders from the Series Account will generally be paid
within seven days of receipt of the written request. Postponement of payments
may, however, occur in certain circumstances. (See General Provisions -
Postponement of Payments, p. 39.) Additional

27
<PAGE>
restrictions may be applied to surrenders from the Fixed Account. (See The
Fixed Account - Allocations, Transfers and Withdrawals, p. 43.) For the
protection of Policyowners, all requests for cash withdrawals or total
surrenders of more than $100,000, or where the withdrawal or surrender
proceeds are to be sent to an address other than the address of record will
require a signature guarantee. All required guarantees of signatures must be
made by a national or state bank, a member firm of a national stock exchange
or any other institution which is an eligible guarantor institution as
defined by rules and regulations of the Commission. If the Policyowner is a
corporation, partnership, trust or fiduciary, evidence of the authority of
the person seeking redemption is required before the request for withdrawal
is accepted, including withdrawals under $100,000. For additional
information, Policyowners may call Western Reserve at (800) 851-9777. A cash
withdrawal or total surrender may have Federal income tax consequences. (See
Federal Tax Matters, p. 44.)

TOTAL SURRENDERS. If the Policy is being totally surrendered, the Policy
itself must be returned to Western Reserve along with the request. A
Policyowner may elect to have the amount paid in a lump sum or under a
settlement option. (See Payment of Policy Benefits - Settlement Options, p.
39.)

CASH WITHDRAWALS. For a cash withdrawal, the amount available may be
limited to no less than $500 and to no more than 10% of the Net Surrender
Value. The amount paid plus a processing fee equal to the lesser of $25 or 2%
of the amount withdrawn will be deducted from the Policy's Cash Value at the
end of the Valuation Period during which the request is received. The amount
will be deducted from the Accounts in the same manner as the current
allocation instructions unless the Policyowner directs otherwise. Cash
withdrawals are allowed only once each Policy year.

Cash withdrawals will affect both the Policy's Cash Value and the death
benefit payable under the Policy. The Policy's Cash Value will be reduced by
the amount of the cash withdrawal. Moreover, the death benefit proceeds
payable under a Policy will generally be reduced by at least the amount of
the cash withdrawal.

In addition, when death benefit Option A is in effect, the Specified
Amount will be reduced by the cash withdrawal. No cash withdrawal will be
permitted which would result in a Specified Amount lower than the minimum
Specified Amount set forth in the Policy or would deny the Policy status as
life insurance under the Internal Revenue Code and applicable regulations.
(See Cash Value Charges - Cost of Insurance, p. 32; Death Benefit - Insurance
Protection, p. 18; and Federal Tax Matters - Tax Treatment of Policy
Benefits, p. 45.)

EXAMINATION OF POLICY PRIVILEGE ("FREE-LOOK")

The Policyowner may cancel the Policy within 10 days after the Policyowner
receives it, or 10 days after Western Reserve mails or delivers a written
notice of withdrawal right to the Policyowner or within 45 days after signing
the application, whichever is latest. Certain states require a Free-Look
period longer than 10 days, either for all Policyowners or for certain
classes of Policyowners. In such states, Western Reserve will comply with the
specific requirements of those states. The Policyowner should mail or deliver
the Policy to either Western Reserve or the agent who sold it. If the Policy
is cancelled in a timely fashion, a refund will be made to the Policyowner.
The refund will equal the sum of: (i) the difference between the premiums
paid and the amounts allocated to any Accounts under the Policy; (ii) the
total amount of monthly deductions made and any other charges imposed on
amounts allocated to the Accounts; and (iii) the value of amounts allocated
to the Accounts on the date Western Reserve or its agent receives the
returned Policy. If state law prohibits the calculation above, the refund
will equal the total of all premiums paid for the Policy.

CONVERSION RIGHTS

At any time upon written request within 24 months of the Policy Date, the
Policyowner may elect to transfer all Sub-Account values to the Fixed
Account. No transfer charge will be assessed.

BENEFITS AT MATURITY

If the Insured is living and the Policy is In Force, Western Reserve will
pay the Net Surrender Value of the Policy on the Maturity Date. (See Cash
Value - Net Surrender Value, p. 20.) The Policy will mature on the
Anniversary nearest the Insured's 95th birthday, if the Insured is living and
the Policy is In Force. Western Reserve is willing to extend the Maturity
Date provided the Policy is still In Force on the Maturity Date and there are
no unfavorable tax consequences. Extension of the Maturity Date will be made
upon mutual agreement between Western Reserve and the Policyowner, provided
the Policyowner submits a written request to Western Reserve between 90 and
180 days prior to the Maturity Date, and provided the Policy may be extended
with no unfavorable tax consequences to the Policyowner.

PAYMENT OF POLICY BENEFITS

28
<PAGE>
Death benefits under the Policy will ordinarily be paid within seven days
after Western Reserve receives due proof of death, and verifies the validity
of the claim. Other benefits will ordinarily be paid within seven days of
receipt of proper written request (including an election as to tax
withholding). Payments may be postponed in certain circumstances. (See
General Provisions - Postponement of Payments, below and The Fixed Account -
Allocations, Transfers and Withdrawals, p. 43.) The Policyowner may decide
the form in which the benefits will be paid. During the Insured's lifetime,
the Policyowner may arrange for the death benefits to be paid in a lump sum
or under one or more of the settlement options described below. These choices
are also available if the Policy is surrendered or matures. If no election is
made, Western Reserve will pay the benefits in a lump sum.

When death benefits are payable in a lump sum, the Beneficiary may select
one or more of the settlement options. If death benefits become payable under
a settlement option and

28
<PAGE>
the Beneficiary has the right to withdraw the entire amount, the Beneficiary
may name and change contingent Beneficiaries.

SETTLEMENT OPTIONS. Policyowners and Beneficiaries, subject to a prior
election of the Policyowner, may elect to have benefits paid in a lump sum or
in accordance with a variety of settlement options offered under the Policy.
Once a settlement option is in effect, there will no longer be value in the
Series Account or the Fixed Account. Western Reserve may make other
settlement options available on the Fixed Account in the future. The
effective date of a settlement provision will be either the date of surrender
or the date of death of the Insured. For additional information concerning
these options, see the Policy itself.

OPTION A - PAYMENTS FOR A FIXED PERIOD. The proceeds plus interest will be
paid in equal monthly installments for the period chosen until the fund has
been paid in full. The period chosen may not exceed 30 years.

OPTION B - LIFE INCOME. The proceeds will be paid in equal installments
for the guaranteed payment period elected and continue for the life of the
person on whose life the option is based. Such installments will be payable:
(a) during the lifetime of the payee or (b) during a fixed period certain and
for the remaining lifetime of the payee or (c) until the sum of installments
paid equals the proceeds applied and for the remaining life of the payee.
Guaranteed payment periods may be elected for 5 and 10 years, or the period
in which the total payments will equal the amount retained.

OPTION C - JOINT AND SURVIVOR LIFE INCOME. The proceeds will be paid
during the joint lifetime of two persons and (a) continue upon the death of
the first payee for the remaining lifetime of the survivor or (b) be reduced
by one-third upon the death of the first payee and continue for the
remaining lifetime of the survivor.

GENERAL PROVISIONS

POSTPONEMENT OF PAYMENTS

GENERAL. Payment of any amount from the Series Account upon complete
surrender, cash withdrawal, Policy loan, or benefits payable at death or
maturity may be postponed whenever: (i) the New York Stock Exchange is closed
other than customary weekend and holiday closing, or trading on the New York
Stock Exchange is restricted as determined by the Commission; (ii) the
Commission by order permits postponement for the protection of Policyowners;
or (iii) an emergency exists, as determined by the Commission, as a result of
which disposal of securities is not reasonably practicable or it is not
reasonably practicable to determine the value of the Series Account's net
assets. Transfers may also be postponed under these circumstances. For
restrictions applicable to payments from the Fixed Account, see The Fixed
Account - Allocations, Transfers and Withdrawals, p. 43.

PAYMENT BY CHECK. Payments under the Policy of any amounts derived from
premiums paid by check or bank draft may be delayed until such time as the
check or bank draft has cleared the Policyowner's bank.

THE CONTRACT

The Policy and attached copy of the application and any supplemental
applications are the entire contract. Only statements in the application and
any supplemental applications can be used to void the Policy or defend a
claim. The statements are considered representations and not warranties. No
Policy provision can be waived or changed except by endorsement. Only the
President or Secretary of Western Reserve can agree to change or waive any
provisions of the Policy.

SUICIDE

If the Insured, while sane or insane, commits suicide within two years
after the Policy Date, Western Reserve will pay only the premiums received,
less any cash withdrawals and outstanding indebtedness. In the event of Lapse
of the Policy, the suicide period will be measured from the effective date of
reinstatement. If the Insured, while sane or insane, commits suicide within
two years after the effective date of any increase in insurance or any
reinstatement, Western Reserve's total liability with respect to such
increase or reinstatement will be the cost of insurance charges deducted for
such increase or reinstatement.

INCONTESTABILITY

Western Reserve cannot contest the Policy as to the initial Specified
Amount after it has been In Force during the lifetime of the Insured for two
years from the Policy Date. A new two year contestability period will apply
to each increase in Specified Amount beginning on the effective date of each
such increase and will apply to statements made in the application for the
increase. If the Policy is reinstated, a new two year contestability period
(apart from any remaining contestability period) will apply from the date of
the application for reinstatement and will apply only to statements made in

29
<PAGE>
the application for reinstatement.

CHANGE OF OWNER OR BENEFICIARY

The Beneficiary, as named in the Policy application or subsequently
changed, will receive the Policy benefits at the Insured's death. If the
named Beneficiary dies before the Insured, the contingent Beneficiary, if
named, becomes the Beneficiary. If no Beneficiary survives the Insured, the
benefits payable at the Insured's death will be paid to the Policyowner or
the Policyowner's estate. As long as the Policy is In Force, the Policyowner
or Beneficiary may be changed by written request from the Policyowner in a
form acceptable to Western Reserve. The Policy need not be returned unless
requested by Western Reserve. The change will take effect as of the date the
request is signed, regardless of whether the Insured is living when the
request is received by Western Reserve. Western Reserve will not, however, be
liable for any payment made or action taken before receipt of the request.

ASSIGNMENT

The Policy may be assigned by the Policyowner. Western Reserve will not be
bound by the assignment until a written copy has been received at its Office
and will not be liable

29
<PAGE>
with respect to any payment made prior to receipt. Western Reserve assumes no
responsibility for determining whether an assignment is valid or the extent
of the assignee's interest.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, 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 correct age and
sex.

REPORTS AND RECORDS

Western Reserve will maintain all records relating to the Series Account
and the Fixed Account. Western Reserve will mail to each Policyowner, at the
last known address of record, reports required by applicable laws and or
regulations.

Western Reserve will send Policyowners written confirmation within seven
days of the following transactions: unplanned and certain planned premium
payments, Cash Value transfers, change in death benefit option or Specified
Amount, total surrender or cash withdrawals, and Policy loans or repayments.
Western Reserve will also send each Policyowner an annual statement at the
end of the Policy year showing for the year, among other things, the month
and amount of each: premium payment made, monthly deduction, transfer, cash
withdrawal and Policy loan or repayment. The annual statement will also show
Policy year-end Net Surrender Value, death benefit and Policy loan value, as
well as other Policy activity during the year.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the following optional
insurance benefits may be added to a Policy by rider. The cost of any
optional insurance benefits will be deducted as part of the monthly
deduction. (See Charges and Deductions - Optional Cash Value Charges, p. 33.)
For purposes of the riders, the person insured under the Policy is referred
to as the Primary Insured, and the term "Face Amount" refers to the level
term insurance amount payable at death.

CHILDREN'S INSURANCE RIDER: Provides a Face Amount on each of the Primary
Insured's children, as defined in the rider. Under the terms of the rider,
the death benefit will be payable to the Insured upon receipt of proof that
the death of an insured child occurred while the rider and coverage on such
child was In Force. Upon the Primary Insured's death, while the rider is in
force, the rider will terminate 31 days after such death and a separate life
insurance policy will be offered to each insured child for an amount equal to
the level death benefit amount of the rider at a premium based upon the
attained age of each insured child.

ACCIDENTAL DEATH BENEFIT RIDER: Provides a Face Amount if the Primary
Insured's death results from accidental bodily injury, as defined in the
rider. Certain risks, as defined in the rider, are not covered. Under the
terms of the rider, the additional benefits provided in the rider will be
paid upon receipt of proof by Western Reserve that death resulted from bodily
injuries effected directly and independently of all other causes through
external, violent and accidental means; occurred within 90 days from the date
of accident causing such injuries; and occurred while the rider was In Force.
The rider will terminate on the earliest of the Policy Anniversary nearest
the Primary Insured's 70th birthday, the date the Policy terminates, or the
Monthiversary on which the rider is terminated on request by the Policyowner.

INCREASE IN SPECIFIED AMOUNT RIDER: Provides increases in the Specified
Amount of the Policy on specified option dates without additional proof of
insurability. Under the terms of the rider, an increase in the Specified
Amount will automatically occur on an option date upon written request
submitted to Western Reserve within 60 days prior to such option date. An
option date is each Anniversary nearest the Insured's 25th, 28th, 31st, 34th,
37th and 40th birthdays. The amount of the increase will be the option amount
specified in the Policy.

OTHER INSURED RIDER: Provides that Western Reserve will pay the Face
Amount of the rider to the Primary Insured upon receipt of due proof of the
other Insured's death. On any Monthiversary while the rider is In Force, the
Policyowner may exchange the rider without evidence of insurability for a new
Policy on the other Insured's life upon written request subject to the
following: (a) the rider has not reached the Anniversary nearest the other
Insured's 70th birthday; (b) the new policy is any permanent plan of
insurance then offered by Western Reserve; (c) the amount of insurance upon
conversion will equal the Face Amount then In Force under the rider; and (d)
the payment of the premium will be based on the other Insured's rate class
under the rider.

DISABILITY WAIVER RIDER: Provides a waiver of the monthly deductions for
the Policy while the Insured is disabled. Under the terms of the rider, the
monthly deductions will be waived upon receipt of proof adequate to Western
Reserve that: the Insured is totally disabled, as defined in the rider; the

30
<PAGE>
disability commenced while the rider was In Force; the disability began
before the Anniversary nearest the Insured's 60th birthday; and total
disability has existed continuously for at least six months. No monthly
deduction will be waived which falls due more than one year prior to receipt
by Western Reserve of written notice of a claim. Certain risks, as defined in
the rider, are not covered.

DISABILITY WAIVER AND INCOME RIDER: Provides the identical benefit as the
Disability Waiver Rider and, in addition, a monthly income benefit up to a
maximum 120 monthly payments.

PRIMARY INSURED RIDER: Provides the payment of the Face Amount of the
rider upon receipt by Western Reserve of due proof that the Primary Insured's
death occurred while the rider was In Force. On any Monthiversary while the
rider is In Force, the Policyowner may exchange the rider without evidence of
insurability for a new policy on the Primary Insured's life. Such new policy
will be issued upon written request subject to the following: (a) the rider
has not reached the Anniversary nearest the Primary Insured's 70th birthday;
(b) the new policy is any permanent plan of insurance then

30
<PAGE>
offered by Western Reserve; (c) the amount of insurance upon conversion will
equal the Face Amount then In Force under the rider; and (d) the payment of
the premium based on the Primary Insured's rate class under the rider.

THE FIXED ACCOUNT

A Policyowner may allocate Net Premiums and transfer Cash Value to the
Fixed Account, which is part of Western Reserve's General Account. The
Insurance Department of New Jersey has disapproved, for Policies issued in
New Jersey, the ability both to allocate Net Premiums to the Fixed Account
and to transfer Cash Value from Sub-Accounts of the Series Account to the
Fixed Account. Because of exemptive and exclusionary provisions, interests in
the Fixed Account have not been registered under the Securities Act of 1933
and neither the Fixed Account nor the General Account has been registered as
an investment company under the 1940 Act. Accordingly, neither the Fixed
Account, the General Account nor any interests therein are generally subject
to the provisions of these acts and Western Reserve has been advised that the
staff of the Commission has not reviewed the disclosures in this Prospectus
relating to the Fixed Account. Disclosures regarding the Fixed Account may,
however, be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made
in prospectuses.

The portion of the Cash Value allocated to the Fixed Account (the "Fixed
Account Value") will be credited with rates of interest, as described below.
Because the Fixed Account Value becomes part of Western Reserve's General
Account, Western Reserve assumes the risk of investment gain or loss on this
amount. All assets in the General Account are subject to Western Reserve's
general liabilities from business operations.

FIXED ACCOUNT VALUE

At the end of any Valuation Period, the Fixed Account Value is equal to:

1. The sum of all Net Premium payments allocated to the Fixed Account;
plus

2. Any amounts transferred from a Sub-Account to the Fixed Account; plus

3. Total interest credited to the Fixed Account; minus

4. Any amounts charged to pay for monthly deductions as they are due;
minus

5. Any cash withdrawals or surrenders from the Fixed Account; minus

6. Any amounts transferred to a Sub-Account from the Fixed Account.

For Policies issued in New Jersey, the Fixed Account Value at the end of
any Valuation Period is equal to:

1. Any amounts transferred from a Sub-Account to the Fixed Account to
establish a Loan Reserve; plus

2. Total interest credited to the Loan Reserve.

MINIMUM GUARANTEED AND CURRENT INTEREST RATES

The Fixed Account Value, including the Loan Reserve, is guaranteed to
accumulate at a minimum effective annual interest rate of 4%. Western Reserve
presently credits the Fixed Account Value with current rates in excess of the
minimum guarantee but it is not obligated to do so. These current interest
rates are influenced by, but do not necessarily correspond to, prevailing
general market interest rates. Because Western Reserve, at its sole
discretion, anticipates changing the current interest rate from time to time,
different allocations to and from the Fixed Account Value will be credited
different current interest rates.

Western Reserve further guarantees that when a higher current interest
rate is declared on an allocation to the Fixed Account, that interest rate
will be guaranteed on such allocation for at least a one year period (the
"Guarantee Period"), unless the Cash Value associated with an allocation has
been transferred to the Loan Reserve. Western Reserve reserves the right to
apply a different current interest rate to that part of the Cash Value equal
to the Loan Reserve. At the end of the Guarantee Period, Western Reserve
reserves the right to declare a new current interest rate on such allocation
and accrued interest thereon (which may be a different current interest rate
than the current interest rate on new allocations to the Fixed Account on
that date). The rate declared on such allocation and accrued interest thereon
at the end of each Guarantee Period will be guaranteed again for another
Guarantee Period. At the end of any Guarantee Period, any interest credited
on the Policy's Cash Value in the Fixed Account in excess of the minimum
guaranteed rate of 4% per year will be determined in the sole discretion of
Western Reserve. The Policyowner assumes the risk that interest credited may
not exceed the guaranteed minimum rate.

31
<PAGE>
Allocations from the Fixed Account Value to provide: a) cash withdrawal
amounts, b) transfers to the Series Account, or c) monthly deduction charges
are currently, for the purpose of crediting interest, accounted for on a last
in, first out ("LIFO") method.

Western Reserve reserves the right to change the method of crediting
interest from time to time, provided that such changes will not have the
effect of reducing the guaranteed rate of interest below 4% per annum or
shorten the Guarantee Period to less than one year.

ALLOCATIONS, TRANSFERS AND WITHDRAWALS

Net premium payments and transfers to the Fixed Account will be allocated
to the Fixed Account on the first Valuation Date on or following the date
Western Reserve receives the payment or transfer request at its Office,
except Net Premium received prior to the Policy Date will take place on the
Policy Date (or the Record Date, if later).

For transfers from the Fixed Account to a Sub-Account, Western Reserve
reserves the right to require that transfer requests be in writing and
received at Western Reserve's Office within 30 days after a Policy
Anniversary. For Policies issued prior to September 1, 1994, there is no
limit on the amount that may be transferred from the Fixed Account. For
Policies issued on or after September 1, 1994 in all states which have
approved the change, the amount that may be transferred is

31
<PAGE>
limited to the greater of (a) 25% of the amount in the Fixed Account, or (b)
the amount transferred in the prior Policy year from the Fixed Account,
unless Western Reserve consents otherwise. Please consult your Policy for
details. No transfer charge will apply to transfers from the Fixed Account to
a Sub-Account. Amounts may be withdrawn from the Fixed Account for cash
withdrawals and surrenders only upon written request of the Policyowner, and
are subject to any applicable requirement for a signature guarantee. (See
Policy Rights -Surrender Privileges, p. 37.) Western Reserve further reserves
the right to defer payment of transfers, cash withdrawals, or surrenders from
the Fixed Account for up to six months. In addition, Policy provisions
relating to transfers, cash withdrawals or surrenders from the Series Account
will also apply to Fixed Account transactions.

DISTRIBUTION OF THE POLICIES

The Policy will be sold by individuals who, in addition to being licensed
as life insurance agents for Western Reserve, are also registered
representatives of InterSecurities, Inc., an affiliate of Western Reserve and
the principal underwriter of the Policies, or of broker-dealers who have
entered into written sales agreements with the principal underwriter.
InterSecurities, Inc. is registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. No amounts have been retained by
InterSecurities, Inc. for acting as principal underwriter for the Policies.
The maximum sales commission payable to Western Reserve agents or other
registered representatives will be approximately 65% of all premium payments
up to the "target" premium (which is less than the Guideline Premium shown on
the Policy) and 2.2% of all premium payments in excess thereof. In addition,
certain production, persistency and managerial bonuses may be paid.

FEDERAL TAX MATTERS

INTRODUCTION

The ultimate effect of Federal income taxes on the Cash Value and on the
economic benefit to the Policyowner or Beneficiary depends on Western
Reserve's tax status and upon the tax status of the individual concerned. The
discussion contained herein is general in nature and is not intended as tax
advice. For complete information on Federal and state tax considerations, a
qualified tax adviser should be consulted. No attempt is made to consider any
applicable state or other tax laws. Because the discussion herein is based
upon Western Reserve's understanding of Federal income tax laws as they are
currently interpreted, Western Reserve cannot guarantee the tax status of any
Policy. Western Reserve makes no representations regarding the likelihood of
continuation of the current Federal income tax laws, Treasury Regulations, or
of the current interpretations by the Internal Revenue Service ("IRS").
Western Reserve reserves the right to make changes to the Policy in order to
assure that it will continue to qualify as life insurance for tax purposes.

TAX CHARGES

At the present time, Western Reserve makes no charge for any Federal,
state or local taxes (other than premium taxes) that the Company incurs that
may be attributable to such Account or to the Policies. Western Reserve,
however, reserves the right in the future to make a charge for any such tax
or other economic burden resulting from the application of the tax laws that
it determines to be properly attributable to the Series Account or to the
Policies.

TAX STATUS OF THE POLICY

Section 7702 of the Code sets forth a definition of a life insurance
contract for Federal tax purposes. The Secretary of the Treasury (the
"Treasury") has recently issued proposed regulations that would specify what
will be considered reasonable mortality charges under Section 7702. Guidance
as to how Section 7702 is to be applied is, however, limited. If a Policy
were determined not to be a life insurance contract for purposes of Section
7702, such Policy would not provide most of the tax advantages normally
provided by a life insurance policy.

With respect to a Policy that is issued on the basis of a rate class using
non-smoker Ultimate Select, non-smoker Select, smoker Ultimate Standard or
smoker Standard guaranteed rates, while there is some uncertainty due to the
limited guidance on Section 7702, Western Reserve nonetheless believes that
such a Policy should meet the Section 7702 definition of a life insurance
contract. With respect to a Policy that is issued on a substandard rate
class, there is even less guidance to determine whether such a Policy meets
the Section 7702 definition of a life insurance contract. Thus, it is not
clear whether such a Policy would satisfy Section 7702, particularly if the
Policyowner pays the full amount of premiums permitted under the Policy. If
it is subsequently determined that a Policy does not satisfy Section 7702,
Western Reserve will take whatever steps are appropriate and reasonable to
attempt to cause such a Policy to comply with Section 7702, including
possibly refunding any premiums paid that exceed the limitation allowable

32
<PAGE>
under Section 7702 (together with interest or other earnings on any such
premiums refunded as required by law). For these reasons, Western Reserve
reserves the right to modify the Policy as necessary to attempt to qualify it
as a life insurance contract under Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Series Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for Federal tax purposes. The Series Account, through the
Fund, intends to comply with the diversification requirements prescribed by
the Treasury in Reg. sec. 1.817-5, which affect how the Fund's assets may be
invested. Western Reserve believes that the Fund will be operated in
compliance with the requirements prescribed by the Treasury.

In certain circumstances, owners of variable life insurance policies may
be considered the owners, for Federal income tax purposes, of the assets of
the separate account used

32
<PAGE>
to support their policies. In those circumstances, income and gains from the
separate account assets would be includable in the owner's gross income. The
IRS has stated in published rulings that the owner of a variable life
insurance policy will be considered the owner of separate account assets if
the owner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. The Treasury
Department also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of
a segregated asset account may cause the investor (I.E., the policyowner),
rather than the insurance company, to be treated as the owner of the assets
in the account." This announcement also stated that guidance would be issued
by way of regulations or rulings on the "extent to which policyholders may
direct their investments to particular sub-account without being treated as
owners of the underlying assets."

The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that policyowners were not owners of separate account assets. For
example, the Policyowner has additional flexibility in allocating premium
payments and Policy values. These differences could result in a Policyowner
being treated as the owner of a pro rata portion of the assets of the Series
Account. In addition, Western Reserve does not know what standards will be
set forth, if any, in the regulations or rulings which the Treasury
Department has stated it expects to issue. Western Reserve therefore reserves
the right to modify the Policy as necessary to attempt to prevent a
Policyowner from being considered the owner of a pro rata share of the assets
of the Series Account.

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

TAX TREATMENT OF POLICY BENEFITS

1. IN GENERAL. Western Reserve believes that the proceeds and Cash Value
increases of a Policy should be treated in a manner consistent with a
fixed-benefit life insurance policy for Federal income tax purposes. Thus,
the death benefit under the Policy should be excludable from the gross income
of the Beneficiary under section 101(a)(1) of the Code.

A change in a Policy's Specified Amount, the payment of an unscheduled
premium, the taking of a Policy loan, a cash withdrawal, a total surrender, a
Policy Lapse with an outstanding indebtedness, a change in death benefit
options, the exchange of a Policy, or the assignment of a Policy may have tax
consequences depending upon the circumstances. In addition, Federal estate
and state and local estate, inheritance, and other tax consequences of
ownership or receipt of Policy proceeds depend upon the circumstances of each
Policyowner or Beneficiary. A competent tax adviser should be consulted for
further information.

The Policy may also 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 may vary depending on the
particular facts and circumstances of each individual arrangement. Therefore,
if a Policyowner is contemplating the use of a Policy in any arrangement the
value of which depends in part on its tax consequences, that Policyowner
should be sure to consult a qualified tax adviser regarding the tax
attributes of the particular arrangement.

Generally, the Policyowner will not be deemed to be in constructive
receipt of the Cash Value, including increments thereof, under the Policy
until there is a distribution. The tax consequences of distributions from,
and loans taken from, or secured by, a Policy depend on whether the Policy is
classified as a "modified endowment contract" under Section 7702A. Section
7702A generally applies to Policies entered into or materially changed after
June 20, 1988.

2. MODIFIED ENDOWMENT CONTRACTS. A Policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such Policy. The premium limitation rules
for determining whether such a Policy is a modified endowment contract are
extremely complex. In general, however, a Policy will be a modified endowment
contract if the accumulated premiums paid at any time during the first seven
Policy years exceeds the sum of the net level premiums which would have been
paid on or before such time if the Policy provided for paid-up future
benefits after the payment of seven level annual premiums. In addition, if a
Policy is "materially changed," it may cause such Policy to be treated as a
modified endowment contract. The material change rules for determining
whether a Policy is a modified endowment contract are also extremely complex.
In general, however, the determination whether a Policy will be a modified
endowment contract after a material change depends upon the relationship of
the death benefit at the time of change to the Cash Value at the time of such
change and the additional premiums paid in the seven Policy years starting
with the date on which the material change occurs.

33
<PAGE>
Under Western Reserve's current procedures, the Policyowner will be
notified at the time a Policy is issued whether, according to Western
Reserve's calculations, the Policy is or is not classified as a modified
endowment contract based on the premium then received. The Policyowner will
also be notified of the amount of the maximum annual premium which can be
paid without causing a Policy to be classified as a modified endowment
contract. A Policy issued under the Protector Plus Program will in most
instances be treated as a Modified Endowment Contract. (See Charges and
Deductions -Protector Plus Program, p. 35.)

Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.
Accordingly, a prospective Policyowner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which the
Policy would be a modified endowment contract. In

33
<PAGE>
addition, a Policyowner should contact a competent tax adviser before making
any change to, including an exchange of, a Policy to determine whether such
change would cause the Policy (or the new policy in the case of an exchange)
to be treated as a modified endowment contract.

If a Policy becomes a modified endowment contract, distributions that
occur during the Policy year it becomes a modified endowment contract and any
subsequent Policy year will be taxed as distributions from a modified
endowment contract. In addition, distributions from a Policy within two years
before it becomes a modified endowment contract will be taxed in this manner.
This means that a distribution made from a Policy that is not a modified
endowment contract could later become taxable as a distribution from a
modified endowment contract.

3. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS. Policies classified as modified endowment contracts are subject to
the following tax rules: First, all pre-death distributions from such a
Policy (including distributions upon surrender, distributions made in
anticipation of the Policy becoming a modified endowment contract, and
benefits paid at maturity) are treated as ordinary income subject to tax up
to the amount equal to the excess (if any) of the Cash Value immediately
before the distribution over the investment in the Policy (described below)
at such time. Second, loans taken from, or secured by, such a Policy are
treated as distributions from such a Policy and taxed accordingly. (Unpaid
Policy loan interest will be treated as a loan for these purposes.) Third, a
10% additional income tax is imposed on the portion of any distribution from,
or loan taken from, or secured by, such a Policy that is included in income
except where the distribution or loan is made on or after the Owner attains
age 59 1/2, is attributable to the Policyowner's becoming disabled, or is
part of a series of substantially equal periodic payments for the life (or
life expectancy) of the Policyowner or the joint lives (or joint life
expectancies) of the Policyowner and the Policyowner's Beneficiary.

4. DISTRIBUTION FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS. Distributions from a Policy that is not classified as a modified
endowment contract are generally treated as first recovering the investment
in the Policy (described below) and then, only after the return of all such
investment in the Policy, as distributing taxable income. An exception to
this general rule occurs in the case of a cash withdrawal, a decrease in the
Policy's death benefit, or any other change that reduces benefits under the
Policy in the first 15 years after the Policy is issued and results in a cash
distribution to the Policyowner in order for the Policy to continue complying
with the Section 7702 definitional limits. In that case, such distribution
will be taxed in whole or in part as ordinary income (to the extent of any
gain in the Policy) under rules prescribed in Section 7702.

Loans from, or secured by, a Policy that is not a modified endowment
contract are not treated as distributions. Instead, such loans are treated as
indebtedness of the Policyowner.

Finally, distributions (including distributions upon surrender or lapse)
or loans from, or secured by, a Policy that is not a modified endowment
contract are not subject to the 10% additional income tax.

5. POLICY LOAN INTEREST. The deductibility of Policy loan interest may be
limited by the Code. For example, interest paid on any loan under a Policy
which is owned by an individual generally is not deductible. Therefore, a
Policyowner should consult a competent tax adviser as to whether Policy loan
interest will be deductible.

6. INVESTMENT IN THE POLICY. Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded
from the gross income of the Policyowner (except that the amount of any loan
from, or secured by, a Policy that is a modified endowment contract, to the
extent such amount is excluded from gross income, will be disregarded), plus
(iii) the amount of any loan from, or secured by, a Policy that is a modified
endowment contract to the extent that such amount is included in the gross
income of the Policyowner.

7. MULTIPLE POLICIES. All modified endowment contracts that are issued by
Western Reserve (or its affiliates) to the same Policyowner during any
calendar year are treated as one modified endowment contract for purposes of
determining the amount includable in gross income under Section 72(e) of the
Code.

EMPLOYMENT-RELATED BENEFIT PLANS

On July 6, 1983, the Supreme Court held in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women on the basis of sex. The Policy described in this
Prospectus contains guaranteed cost of insurance rates and guaranteed
purchase rates for certain payment options that distinguish between men and
women. Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of NORRIS, and Title VII

34
<PAGE>
generally, on any employment-related insurance or benefit program for which a
Policy may be purchased.

SAFEKEEPING OF THE
SERIES ACCOUNT'S ASSETS

Western Reserve holds the assets of the Series Account. The assets are
kept physically segregated and held separate and apart from the General
Account. Western Reserve maintains records of all purchases and redemptions
of Fund shares by each of the Sub-Accounts. Additional protection for the
assets of the Series Account is provided by a blanket bond issued to AEGON
U.S. Holding Corporation ("AEGON U.S.") in the amount of $5 million (subject
to a $1 million deductible), covering all of the employees of AEGON U.S. and
its affiliates, including Western Reserve. A Stockbrokers Blanket Bond,
issued to AEGON U.S.A. Securities, Inc. provides additional fidelity
coverage, to a limit of $11 million, subject to a $50,000 deductible.

34
<PAGE>
VOTING RIGHTS OF THE SERIES ACCOUNT

To the extent required by law, Western Reserve will vote the Fund shares
held in the Series Account at shareholder meetings of the Fund in accordance
with instructions received from persons having voting interests in the
corresponding Sub-Accounts of the Series Account. Except as required by the
1940 Act, the Fund does not hold regular or special shareholder meetings. If
the 1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result Western Reserve
determines that it is permitted to vote the Fund shares in its own right, it
may elect to do so.

The number of votes which a Policyowner has the right to instruct will be
calculated separately for each Sub-Account. The number of votes which each
Policyowner has the right to instruct will be determined by dividing a
Policy's Cash Value in that Sub-Account by $100. Fractional shares will be
counted. The number of votes of the Portfolio which the Policyowner has the
right to instruct will be determined as of the date coincident with the date
established by that Portfolio for determining shareholders eligible to vote
at the meeting of the Fund. Voting instructions will be solicited by written
communications prior to such meeting in accordance with procedures
established by the Fund.

Western Reserve will vote Fund shares as to which no timely instructions
are received and Fund shares which are not attributable to Policyowners in
proportion to the voting instructions which are received with respect to all
Policies participating in that Portfolio. Voting instructions to abstain on
any item to be voted upon will reduce the votes eligible to be cast by
Western Reserve.

Each person having a voting interest in a Sub-Account will receive proxy
materials, reports and other materials relating to the appropriate Portfolio.

DISREGARD OF VOTING INSTRUCTIONS. Western Reserve may, when required by
state insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification or investment objective of the Fund or one or more of its
Portfolios or to approve or disapprove an investment advisory contract for a
Portfolio of the Fund. In addition, Western Reserve itself may disregard
voting instructions in favor of changes initiated by a Policyowner in the
investment policy or the investment adviser of a Portfolio of the Fund if
Western Reserve reasonably disapproves of such changes. A change would be
disapproved only if the proposed change is contrary to state law or
prohibited by state regulatory authorities or Western Reserve determined that
the change would have an adverse effect on its General Account in that the
proposed investment policy for a Portfolio may result in overly speculative
or unsound investments. In the event Western Reserve does disregard voting
instructions, a summary of that action and the reasons for such action will
be included in the next annual report to Policyowners.

STATE REGULATION OF WESTERN RESERVE

As a life insurance company organized and operated under Ohio law, Western
Reserve is subject to provisions governing such companies and to regulation
by the Ohio Commissioner of Insurance.

Western Reserve's books and Accounts are subject to review and examination
by the Ohio Insurance Department at all times and a full examination of its
operations is conducted by the National Association of Insurance
Commissioners at least once every three years.

REINSURANCE

Western Reserve intends to reinsure a portion of the risks assumed under
the Policies.

EXECUTIVE OFFICERS AND DIRECTORS
OF WESTERN RESERVE

JOHN R. KENNEY(1), CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE
OFFICER AND PRESIDENT, Chairman of the Board of Directors (1987 - present)
and Chief Executive Officer (1982 - present), President, (1978 - 1987 and
December, 1992 - present), Director (1978 - present), Western Reserve Life
Assurance Co. of Ohio; Chairman of the Board of Directors (1985 -
present), President (March, 1993 - present), WRL Series Fund, Inc.;
Chairman of the Board of Directors and Chief Executive Officer (1988 to
February, 1991), President (1988 - 1989), Director (1976 to February,
1991), Executive Vice President (1972 - 1988), Pioneer Western Corporation
(financial services), Largo, Florida; Trustee (1987 - present), Chairman
(December, 1989 to September, 1990 and November, 1990 to present) and
President and Chief Executive Officer (November, 1986 to September, 1990),
IDEX Fund, IDEX II Series Fund and IDEX Fund 3 (investment companies), all
of Largo, Florida.

35
<PAGE>
RICHARD B. FRANZ, II(1), SENIOR VICE PRESIDENT AND TREASURER, Senior Vice
President (1987 - present), Chief Financial Officer (1987 - December, 1995)
and Treasurer (1988 - present), Western Reserve Life Assurance Co. of
Ohio; Senior Vice President and Treasurer (1988 to February, 1991),
Pioneer Western Corporation (financial services), Largo, Florida;
Treasurer (1988 to September, 1990 and November, 1990 to present), IDEX
Fund, IDEX II Series Fund and IDEX Fund 3 (investment companies), all of
Largo, Florida; Treasurer (1988 - present), WRL Series Fund, Inc.

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

WILLIAM H. GEIGER(1), SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL,
Senior Vice President, Secretary and General Counsel (July, 1990 -
present) of

35
<PAGE>
Western Reserve Life Assurance Co. of Ohio; Vice President, Secretary and
General Counsel of Pioneer Western Corporation (financial services) and
Secretary of its subsidiaries (May, 1990 to February, 1991); Vice
President and Assistant Secretary (November, 1990 to present) and
Secretary (June, 1990 to September, 1990) of IDEX Fund, IDEX II Series
Fund and IDEX Fund 3 (investment companies), all of Largo, Florida;
Secretary and General Counsel of Orange State Life and Health Insurance
Company, and its affiliates, Largo, Florida (March, 1980 to April, 1990).

G. JOHN HURLEY(1), EXECUTIVE VICE PRESIDENT, Executive Vice President (June,
1993 - present), Western Reserve Life Assurance Co. of Ohio; Executive
Vice President (June, 1993 - present), Director (March, 1994 - present),
WRL Series Fund, Inc.; President and Chief Executive Officer (September,
1990 - present), Trustee (June, 1990 - present) and Executive Vice
President (June, 1988 - September, 1990) of IDEX Fund, IDEX II Series Fund
and IDEX Fund 3 (investment companies); Assistant Vice President of AEGON
USA Managed Portfolios, Inc. (September, 1991 - August, 1992); Vice
President (May, 1988 - February, 1991) Pioneer Western Corporation
(financial services).

ALLAN J. HAMILTON(1), VICE PRESIDENT AND CONTROLLER, Vice President and
Controller (1987 - present), Assistant Vice President and Assistant
Controller (1983 - 1987), Western Reserve Life Assurance Co. of Ohio; Vice
President and Controller (1988 to February 1991), Pioneer Western
Corporation (financial services), Largo, Florida.

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

JACK E. ZIMMERMAN, DIRECTOR, 507 St. Michel Circle, Kettering, Ohio 45429,
Director (1987 - present), Western Reserve Life Assurance Co. of Ohio;
Trustee, IDEX Fund, IDEX II Series Fund and IDEX Fund 3 (investment
companies); Director, Regional Marketing, (1986 - January, 1993), Martin
Marietta Corporation, Dayton, Ohio.

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

- ----------
(1) The principal business address is Western Reserve Life Assurance Co.
of Ohio, P.O. Box 5068, Clearwater, Florida 34618-5068.

LEGAL MATTERS

Sutherland, Asbill & Brennan, Washington, D.C., has provided advice on
certain legal matters concerning Federal securities laws in connection with
the Policies. All matters of Ohio law pertaining to the Policy, including the
validity of the Policy and Western Reserve's right to issue the Policy under
Ohio Insurance Law, have been passed upon by Thomas E. Pierpan, Vice
President and Counsel of Western Reserve.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Series Account is a party or
to which the assets of the Series Account are subject. Western Reserve is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Series Account.

EXPERTS

The financial statements of WRL Series Life Account as of December 31,
1995 and 1994 and for the years then ended have been included herein in
reliance upon the report of Price Waterhouse LLP, independent accountants,
and upon the authority of that firm as experts in accounting and auditing.

The financial statements of Western Reserve Life Assurance Co. of Ohio at
December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent accountants, as
set forth in their reports thereon appearing elsewhere herein which are based
in part on the reports of Price Waterhouse LLP, independent auditors. The
financial statements referred to above are included in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

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.

36
<PAGE>
ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Policy offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and the amendments and exhibits to
the registration statement, to all of which reference is made for further
information concerning the Series Account, Western Reserve and the Policy
offered hereby. Statements contained in this Prospectus as to the contents of
the Policy and other legal instruments are summaries. For a complete
statement of the terms thereof reference is made to such instruments as
filed.

INFORMATION ABOUT WESTERN RESERVE'S FINANCIAL STATEMENTS

The financial statements of Western Reserve which are included in this
Prospectus (see p. 63) should be considered only as bearing on the ability of
Western Reserve to meet its obligations under the Policies. They should not
be considered as bearing on the investment performance of the assets held in
the Series Account.

Financial statements for Western Reserve for the years ended December 31,
1995, 1994 and 1993, have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").

36
<PAGE>
APPENDIX A
ILLUSTRATION OF BENEFITS

The tables in Appendix A illustrate the way in which a Policy operates.
They show how the death benefit, Cash Value and Net Surrender Value of a
Policy issued to an Insured of a given age and a given premium could vary
over an extended period of time assuming hypothetical gross rates of return
equivalent to constant after tax annual rates of 0%, 6% and 12%. The tables
illustrate the Policy values that would result based on the assumptions that
the premium is paid as indicated, that the Owner has not requested an
increase or decrease in the Specified Amount of the Policy, and that no cash
withdrawals or Policy loans have been made.

The death benefits, Cash Values and Net Surrender Values under a Policy
would be different from those shown if the actual rate of return averages 0%,
6% or 12% over a period of years, but fluctuates above and below those
averages for individual Policy years. They would also differ if any Policy
loans were made during the period of time illustrated.

The illustration on page 40 is based on a Policy for an Insured who is a
35 year old male in the non-smoker Ultimate Select rate class, annual
premiums of $2,000, a $165,000 Specified Amount and death benefit Option A.
The illustrations on that page also assume cost of insurance charges based on
Western Reserve's GUARANTEED cost of insurance rates.

The illustrations on pages 41-42 are based on the same factors as those on
page 40, except that cost of insurance rates are based on the CURRENT cost of
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality
Table). The illustration on page 56 depicts, in graphic format, the same
levels of cumulative net premiums, Net Surrender Values, and death benefits
payable during any Policy year, as are shown on page 55, and assumes a
hypothetical gross annual rate of return of 12%.

The amounts shown 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 Sub-Account which is equivalent to an
annual charge of 0.90% of the average net assets of the Sub-Accounts; (2)
estimated daily expenses equivalent to an effective average annual expense
level of 0.88% of the average daily net assets of the Portfolios of the Fund;
and (3) all applicable premium expense charges and Cash Value charges. The
0.88% expense level assumes an equal allocation of amounts among the thirteen
Sub-Accounts and is based on an average 0.72% investment advisory fee and
1995 average normal operating expenses of 0.16%. Calculation of the average
annual expense level utilized actual annual expenses incurred during 1995 for
the Money Market Sub-Account (0.60%), Bond Sub-Account (0.59%), Growth
Sub-Account (0.84%), Short-to-Intermediate Government Sub-Account (0.81%),
Equity-Income Sub-Account (0.89%), Emerging Growth Sub-Account (0.92%),
Global Sub-Account (1.00%), Aggressive Growth Sub-Account ( %), Balanced
Sub-Account ( %) and Utility Sub-Account ( %). Because the Tactical Asset
Allocation Sub-Account and C.A.S.E. Growth Sub-Account were not in existence
during the full year of 1995 (commencement of operations was January 3, 1995
for Tactical Asset Allocation Sub-Account and May 1, 1995 for C.A.S.E. Growth
Sub-Account); and the Value Equity Sub-Account had not commenced operations
as of December 31, 1995, the annual expense level utilized in the calculation
for each of these three Sub-Accounts is estimated to be 1.00% during 1996.
During 1995, Western Reserve had undertaken to pay Fund expenses for each
Portfolio to the extent normal operating expenses of a Portfolio exceeded a
stated percentage of the Portfolio's average daily net assets. Western
Reserve has undertaken until April 30, 1997 to pay expenses to the extent
normal operating expenses of a Portfolio exceed a stated percentage of the
Portfolio's average daily net assets. 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 -1.78%, 4.22%, and
10.22%.

The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Series Account, because Western Reserve is
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 Series Account
would have to earn a sufficient amount in excess of 0%, 6% or 12% to cover
any tax charges. (See Charges Against the Series Account - Taxes, p. 34.)

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

Western Reserve will furnish, upon request, a comparable illustration
reflecting the proposed Insured's age, sex, risk classification and desired
plan features.

37
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE 35

Specified Amount $165,000 Ultimate Select Class
Annual Premium $2,000 Option Type A
Using Guaranteed Cost of Insurance Rates

DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS AND NET
END OF PREMIUMS ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR AT 5% -1.78% (NET) 4.22% (NET) 10.22% (NET)
<S> <C> <C> <C> <C>
1 2,100 165,000 165,000 165,000
2 4,305 165,000 165,000 165,000
3 6,620 165,000 165,000 165,000
4 9,051 165,000 165,000 165,000
5 11,604 165,000 165,000 165,000
6 14,284 165,000 165,000 165,000
7 17,098 165,000 165,000 165,000
8 20,053 165,000 165,000 165,000
9 23,156 165,000 165,000 165,000
10 26,414 165,000 165,000 165,000
15 45,315 165,000 165,000 165,000
20 69,439 165,000 165,000 165,000
30(AGE 65) 139,522 165,000 165,000 336,701
40(AGE 75) 253,680 * 165,000 781,191
50(AGE 85) 439,631 * 165,000 1,971,352
60(AGE 95) 742,526 * 235,212 4,667,659
</TABLE>

<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
END OF ASSUMING HYPOTHETICAL GROSS AND NET ASSUMING HYPOTHETICAL GROSS AND NET
POLICY YEAR ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
0% (GROSS) 6% (GROSS) 12% (GROSS) 0% (GROSS) 6% (GROSS) 12% (GROSS)
-1.78% (NET) 4.22% (NET) 10.22% (NET) -1.78% (NET) 4.22% (NET) 10.22% NET
<S> <C> <C> <C> <C> <C> <C>
1 1,513 1,615 1,717 233 335 437
2 2,988 3,287 3,599 1,625 1,924 2,235
3 4,423 5,015 5,658 2,975 3,568 4,210
4 5,815 6,800 7,912 4,284 5,269 6,381
5 7,164 8,642 10,379 5,549 7,027 8,764
6 8,469 10,542 13,080 6,769 8,843 11,380
7 9,726 12,499 16,035 7,942 10,716 14,251
8 10,936 14,516 19,273 9,068 12,648 17,405
9 12,096 16,592 22,819 10,144 14,640 20,867
10 13,207 18,730 26,708 11,171 16,694 24,672
15 18,260 30,746 53,116 18,260 30,746 53,116
20 21,567 44,398 95,747 21,567 44,398 95,747
30(AGE 65) 18,523 75,515 275,984 18,523 75,515 275,984
40(AGE 75) * 109,080 730,085 * 109,080 730,085
50(AGE 85) * 150,673 1,877,478 * 150,673 1,877,478
60(AGE 95) * 232,883 4,621,445 * 232,883 4,621,445

<FN>
* IN THE ABSENCE OF AN ADDITIONAL PAYMENT, THE POLICY WOULD LAPSE.
</FN>
</TABLE>

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 OF RETURN FOR THE FUND. 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 WESTERN RESERVE OR
THE FUND 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 A CURRENT PROSPECTUS.

38
<PAGE>
<TABLE>
<CAPTION>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS
MALE ISSUE AGE 35

Specified Amount $165,000 Ultimate Select Class
Annual Premium $2,000 Option Type A
Using Current Cost of Insurance Rates

DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS AND NET
END OF PREMIUMS ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED 0% (GROSS) 6% (GROSS) 12% (GROSS)
YEAR AT 5% -1.78% (NET) 4.22% (NET) 10.22% (NET)
<S> <C> <C> <C> <C>
1 2,100 165,000 165,000 165,000
2 4,305 165,000 165,000 165,000
3 6,620 165,000 165,000 165,000
4 9,051 165,000 165,000 165,000
5 11,604 165,000 165,000 165,000
6 14,284 165,000 165,000 165,000
7 17,098 165,000 165,000 165,000
8 20,053 165,000 165,000 165,000
9 23,156 165,000 165,000 165,000
10 26,414 165,000 165,000 165,000
15 45,315 165,000 165,000 165,000
20 69,439 165,000 165,000 165,000
30(AGE 65) 139,522 165,000 165,000 356,183
40(AGE 75) 253,680 165,000 165,000 846,288
50(AGE 85) 439,631 * 259,022 2,197,418
60(AGE 95) 742,526 * 391,040 5,486,311
</TABLE>

<TABLE>
<CAPTION>
CASH VALUE NET SURRENDER VALUE
END OF ASSUMING HYPOTHETICAL GROSS AND NET ASSUMING HYPOTHETICAL GROSS AND NET
POLICY YEAR ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
0% (GROSS) 6% (GROSS) 12% (GROSS) 0% (GROSS) 6% (GROSS) 12% (GROSS)
-1.78% (NET) 4.22% (NET) 10.22% (NET) -1.78% (NET) 4.22% (NET) 10.22% NET
<S> <C> <C> <C> <C> <C> <C>
1 1,526 1,628 1,730 246 348 451
2 3,015 3,316 3,629 1,652 1,952 2,266
3 4,464 5,060 5,707 3,016 3,612 4,259
4 5,871 6,863 7,983 4,340 5,332 6,451
5 7,236 8,725 10,475 5,621 7,110 8,859
6 8,557 10,647 13,203 6,857 8,947 11,504
7 9,835 12,631 16,195 8,052 10,848 14,411
8 11,072 14,683 19,478 9,205 12,816 17,611
9 12,279 16,815 23,095 10,327 14,863 21,143
10 13,438 19,014 27,063 11,402 16,978 25,027
15 19,496 32,210 54,853 19,496 32,210 54,853
20 24,294 47,816 99,932 24,294 47,816 99,932
30(AGE 65) 29,049 88,540 291,954 29,049 88,540 291,954
40(AGE 75) 23,511 149,965 790,923 23,511 149,965 790,923
50(AGE 85) * 246,688 2,092,779 * 246,688 2,092,779
60(AGE 95) * 387,168 5,431,991 * 387,168 5,431,991

<FN>
* IN THE ABSENCE OF AN ADDITIONAL PAYMENT, THE POLICY WOULD LAPSE.
</FN>
</TABLE>

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.

39
<PAGE>
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
MALE ISSUE AGE 35
$2,000 ANNUAL PREMIUM FOR NON-SMOKER SELECT
$165,000 SPECIFIED AMOUNT
OPTION A - FIXED DEATH BENEFIT
CURRENT COST OF INSURANCE RATES
[INSERT CHART]

40
<PAGE>
APPENDIX B
LONG TERM MARKET TRENDS

The information below is a record of the average annual returns of common
stock, high grade corporate bonds and 30-day U.S. Treasury bills over 20 year
holding periods.* The average annual returns assume the reinvestment of
dividends, capital gains and interest. This is a historical record and is not
intended as a projection of future performance. Charges associated with a
variable life insurance policy are not reflected.

The data indicates that, historically, the investment performance of
common stocks over long periods of time has been positive and has generally
been superior to that of long-term, high grade debt securities. Common
stocks have, however, been subject to more dramatic market adjustments over
short periods of time. These trends indicate the potential advantages of
holding a variable life insurance policy for a long period of time.

The following chart illustrates the average annual returns of the Standard
& Poor's Index of 500 Common Stocks ("S&P 500 Stock Index") for each of the
20 year periods shown. These returns are compared to the average annual
returns of high grade corporate bonds and U.S. Treasury bills for the same
periods. (The 20-year periods selected for the chart begin in 1935 and have
ending periods at five year intervals.)

[INSERT CHART]

* Source: (C) STOCKS, BONDS, BILLS AND INFLATION 1996 YEARBOOK/Trademark/,
Ibbotson Associates, Chicago (annually updates work by Roger G. Ibbotson and
Rex A. Sinquefield). Used with permission. All rights reserved.

41
<PAGE>
Over the 51 20-year time periods beginning in 1926 and ending in 1995
(I.E. 1926-1945, 1927-1946, and so on through 1976-1995):

-- The average annual return of common stocks was superior to that of high
grade, long-term corporate bonds in 47 of the 51 periods.

-- The average annual return of common stocks surpassed that of U.S.
Treasury bills in each of the 51 periods.

-- Common stock average annual returns exceeded the average annual rate of
inflation in each of the 51 periods.

From 1926 through 1995 the average annual return for common stocks was
10.2%, compared to 5.4% for high grade, long-term corporate bonds, 3.7% for
U.S. Treasury bills and 3.1% for the Consumer Price Index.

SUMMARY: HISTORIC S&P STOCK INDEX RESULTS FOR SPECIFIC HOLDING PERIODS

The following chart categorizes the historical results of the Standard &
Poor's 500 Stock Index, with dividends reinvested, over one-year, five-year,
ten-year and twenty-year periods beginning in 1926 and ending 1995.

The chart shows that, historically, the longer that a portfolio matching
the S&P 500 Stock Index was held, the less likely was the chance of a loss.
Conversely, the shorter the holding period of such a portfolio, the more
likely was the chance of a loss. The chart also shows that shorter term
results tend to be more extreme than longer term results.

The chart is not a projection or representation of future stock market
results. It cannot be taken as representative of the performance of any one
fund. Rather it shows the historic performance of a broad index of stocks.

<TABLE>
<CAPTION>
PERCENT OF HOLDINGS PERIOD WITH THE FOLLOWING RESULTS:
GREATER
THAN
HOLDING NEGATIVE 0-5.00% 5.01-10.00% 10.01-15.00% 15.01-20.00% 20.00%
PERIOD RETURN RETURN RETURN RETURN RETURN RETURN
- ----------- ----------- ---------- -------------- --------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 year 29.0% 4.3% 11.6% 7.2% 11.6% 36.2%
5 years 10.8% 15.4% 20.2% 27.7% 16.9% 9.2%
10 years 3.3% 11.7% 36.7% 21.7% 25.0% 1.7%
20 years 0.0% 6.0% 34.0% 54.0% 6.0% 0.0%

<FN>
- ----------
Source: (c) STOCKS, BONDS, BILLS AND INFLATION 1996 YEARBOOK/Trademark/,
Ibbotson Associates, Inc., Chicago (annually updates work by Roger G. Ibbotson
and Rex A. Sinquefield). Used with permission. All rights reserved.
</FN>

</TABLE>

----------

THE WRL FREEDOM EQUITY PROTECTOR
AND THE "DOLLAR COST AVERAGING" INVESTMENT METHOD

As the Long Term Market Trends graph indicates, the investment performance
of many common stocks has generally been positive over certain relatively
long periods. Common stocks have, however, also been subject to market
declines, often dramatic ones, and general volatility of prices over shorter
time periods. The price fluctuations of common stocks has historically been
greater than that of high grade debt securities.

The relative volatility of common stock prices as compared with prices of
high grade debt instruments offers both advantages and disadvantages to
investors. Unfortunately, many investors who otherwise might be interested in
common stocks see only the disadvantages and not the advantages of stock
price fluctuation. The primary disadvantage, of course, is that price
declines can be prolonged and substantial, and when this occurs, investors
cannot liquidate their investments without realizing losses. Price declines,
however, also offer investors important opportunities.

Opportunity arises from the fact that investors can purchase more common
stock for the same amount of money than they would before prices declined.
Investors may take advantage of this if they remain willing to continue
investing in both rising and falling markets. The dollar cost averaging
method of investing demonstrates this.

42
<PAGE>
In this method of investing:

/bullet/ Relatively constant dollar amounts are invested at regular intervals
(monthly, quarterly, or annually),

/bullet/ Stock Market fluctuations, especially the savings on purchases from
price declines, are exploited for the investor's benefit.

HOW DOLLAR COST AVERAGING WORKS

INVESTMENTS AT COMMON STOCK SHARES
REGULAR INTERVALS MARKET PRICE PURCHASED
- ------------------ --------------- ------------
$150 $20 7.5
150 15 10.0
150 10 15.0
150 5 30.0
150 10 15.0
150 15 10.0
- ------------------ ------------
$900 87.5

42
<PAGE>
Total Value of 87.5 shares /at/ $15/share $1,312.50
Less Investment made (900.00)
---------
Gain/Profit $ 412.50

Though the market price has not returned to the initial high of $20 per
share, dollar cost averaging has permitted the investor to purchase more
shares at a savings and thus realize a significant gain. Obviously, the
dollar cost averaging method ONLY works if the investor continues to invest
relatively constant amounts over a long period of time.

This plan of investing does not assure a profit or protect against a loss
in declining markets; it does allow investors to take advantage of market
fluctuations. Since the success of this strategy is dependent on systematic
investing, purchasers should consider their ability to sustain their payments
through all periods of market fluctuations.

How does the dollar cost averaging method relate to the WRL Freedom Equity
Protector(Registered Trademark)? A Policyowner may invest his or her Net
Premium in a Sub-Account, and although a Policy's value in a Sub-Account or
Sub-Accounts is affected by several factors other than investment experience
(E.G., Cash Value charges and charges against the Series Account), the dollar
cost averaging method can be generally applied to the Policy to the extent
that the Policyowner pays a Planned Periodic Premium on a regular basis and
he or she allocates Net Premium resulting from those Planned Periodic
Premiums to Sub-Accounts in relatively constant amounts.

INDEX TO FINANCIAL STATEMENTS

WRL SERIES LIFE ACCOUNT:

Report of Independent Accountants dated January 31, 1996

Statement of assets, liabilities and equity Accounts at December 31, 1995

Statement of operations for the year ended December 31, 1995 and statement
of changes in equity accounts for the years ended December 31, 1995 and
1994

Notes to Financial Statements

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:

Report of Independent Auditors dated , 1996

Statutory-Basis Balance sheet at December 31, 1995 and 1994

Statutory-Basis Statement of operations for the years ended December 31,
1995, 1994 and 1993

Statutory-Basis Statement of capital and surplus for the years ended
December 31, 1995, 1994 and 1993

Statutory-Basis Statement of cash flows for the years ended December 31,
1995, 1994, and 1993

Notes to Statutory-Basis Financial Statements

Statutory-Basis Financial Statement Schedules

WRL00011-05/96

43
<PAGE>

PART II.
OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

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

STATEMENT WITH RESPECT TO INDEMNIFICATION

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

OHIO GENERAL CORPORATION LAW

SECTION 1701.13 AUTHORITY OF CORPORATION.

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

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

(a) Any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought

II-1

<PAGE>
determines upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such
other court shall deem proper;

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

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

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

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

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

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

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

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

(i) Repay such amount if it is proved by clear
and convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;

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

II-2
<PAGE>

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

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

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

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

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

SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

ARTICLE EIGHTH

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

II-3

<PAGE>
contendre or its equivalent, shall not, of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

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

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

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

(5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this article,
may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of a written undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking need not be
submitted to the corporation. Such a determination that a written undertaking
need not be submitted to the corporation shall in no way affect the entitlement
of indemnification as authorized by this article.

II-4
<PAGE>

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

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

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

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

AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing

II-5

<PAGE>

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

REPRESENTATIONS, DESCRIPTION AND UNDERTAKINGS PURSUANT TO
PARAGRAPH (b)(13)(iii)(F) of RULE 6e-3(T) UNDER
THE INVESTMENT COMPANY ACT OF 1940

Registrant makes the following representations:

(1) Section 6e-3(T)(b)(13)(iii)(F) is being relied upon.

(2) The level of the mortality and expense risk charge is
within the range of industry practice for comparable
flexible premium variable life insurance policies.

(3) Western Reserve Life Assurance Co. of Ohio has
concluded that there is a reasonable likelihood
that the distribution financing arrangement of
WRL Series Life Account (the "Series Account") will
benefit the Series Account and the Policyowners.

(4) The Series Account will invest only in management
companies which have undertaken to have a board of
directors, a majority of whom are not interested persons
of the company, formulate and approve any plan under the
Rule 12b-1 to finance distribution expenses.

The methodology used to support the representation made in paragraph (2)
above was to analyze the mortality and expense risk charges of representative
selections of other flexible premium variable life insurance policies considered
to be comparable to Western Reserve's policy. Western Reserve will maintain and
make available to the Commission on request, a memorandum setting forth the
basis for the representations in paragraph (2) above and a memorandum setting
forth the basis for the representation in paragraph (3) above.

II-6

<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet

The Prospectus, consisting of 48 pages

The undertaking to file reports
The statement with respect to indemnification
The Rule 484 undertaking
The Rule 6e-3(T) undertaking
The signatures

Written consent of the following persons:

(a) Alan Yaeger
(b) Thomas E. Pierpan, Esq.
(c) Sutherland, Asbill & Brennan
(d) Ernst & Young LLP
(e) Price Waterhouse LLP

The following exhibits:

1. The following exhibits correspond to those required by paragraph A
to the instructions as to exhibits in Form N-8B-2:
A. (1) Resolution of the Board of Directors of Western Reserve
establishing the Series Account (1)
(2) Not Applicable
(3) Distribution of Policies:
(a) Form of Master Service and Distribution Compliance
Agreement (5)
(b) (i) Form of Broker/Dealer Supervisory and Service
Agreement (4)
(ii) Form of Broker/Dealer Supervisory and Service
Agreement (4)
(c) See Exhibit 1.A.(3)(b)(ii)
(4) Not Applicable
(5) Specimen Flexible Premium Variable Life Insurance
Policy (2)

(a) Terminal Illness Accelerated Death Benefit Rider
(Form Nos. ACCDB-10/94, ACCDB-CT-10/94,
ACCDBIN-10/94, ACCDB-10/94MN, ACCDBMS-01/95,
ACCDBSC-02/95, ACCDBIL-10/94) (10)

(6) (a) Second Amended Articles of Incorporation of
Western Reserve (3)
(b) Amended Code of Regulations (By-Laws) of Western
Reserve (5)
(7) Not Applicable
(8) (a) Investment Advisory Agreement with the Fund (6)
(b) Sub-Advisory Agreement (6)
(9) Not Applicable
(10) Form of Application for Flexible Premium Variable Life
Insurance Policy (2)
(11) Memorandum describing issuance, transfer and redemption
procedures (4)

2. See Exhibit 1.A. (5)

3. Opinion of Counsel as to the legality of the securities being
registered (7)

4. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I

II-7
<PAGE>

5. Not Applicable

6. Opinion and consent of Alan Yaeger as to actuarial matters pertaining
to the securities being registered (8)

7. Consent of Thomas E. Pierpan, Esq. (10)

8. Consent of Sutherland, Asbill & Brennan (11)

9. Consent of Ernst & Young LLP (11)

10. Consent of Price Waterhouse LLP (11)

11. Powers of Attorney (10)

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

(1) This exhibit was previously filed on Form S-6 Registration Statement
dated September 27, 1985 (File No. 33-506) and is incorporated herein
by reference.

(2) This exhibit was previously filed on Form S-6 Registration Statement
dated September 25, 1989 (File No. 33-31140) and is incorporated herein
by reference.

(3) This exhibit was previously filed on Post-Effective Amendment
No. 3 to Form S-6 Registration Statement dated May 1, 1989 (File No.
33-506) and is incorporated herein by reference.

(4) This exhibit was previously filed on Pre-Effective Amendment No. 1 to
Form S-6 Registration Statement dated December 19, 1989 (File No.
33-31140) and is incorporated herein by reference.

(5) This exhibit was previously filed on Post-Effective Amendment
No. 3 to Form N-4 Registration Statement dated March 1, 1991 (File No.
33-24856) and is incorporated herein by reference.

(6) This exhibit was previously filed on Post-Effective Amendment
No. 6 to Form N-1A Registration Statement dated March 1, 1991 (File No.
33-507) and is incorporated herein by reference.

(7) This exhibit was previously filed on Post-Effective Amendment
No. 2 to Form S-6 Registration Statement dated May 1, 1991 (File No.
33-31140) and is incorporated herein by reference.

(8) This exhibit was previously filed on Post-Effective Amendment
No. 6 to Form S-6 Registration Statement dated February 22, 1994 (File
No. 33-31140) and is incorporated herein by reference.

(9) This exhibit was previously filed on Post-Effective Amendment
No. 7 to Form S-6 Registration Statement dated December 30, 1994 (File
No. 33-31140) and is incorporated herein by reference.

(10) This exhibit was previously filed on Post-Effective Amendment
No. 10 to Form S-6 Registration Statement dated April 26, 1995 (File No.
33-31140) and is incorporated herein by reference.

(11) To be filed by amendment.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, WRL
Series Life Account, has duly caused this Post-Effective Amendment No. 11 to its
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of Largo, County of Pinellas, Florida on this 26th day of February, 1996.

(SEAL) WRL SERIES LIFE ACCOUNT
-----------------------
Registrant

WESTERN RESERVE LIFE
ASSURANCE CO. OF OHIO
---------------------
Depositor
ATTEST:

/S/ THOMAS E. PIERPAN By: /S/ JOHN R. KENNEY
- --------------------- -----------------------
Thomas E. Pierpan John R. Kenney
Vice President Chairman of the Board,
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 11 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

SIGNATURE AND TITLE DATE
------------------- ----

/S/ JOHN R. KENNEY February 26, 1996
- -----------------------------
John R. Kenney, Chairman of the
Board, President and Chief
Executive Officer

/S/ RICHARD B. FRANZ, II February 26, 1996
- -----------------------------
Richard B. Franz, II, Senior Vice
President and Treasurer

/S/ ALAN M. YAEGER February 26, 1996
- -----------------------------
Alan M. Yaeger, Executive Vice
President, Actuary &
Chief Financial Officer*

- ------------
*Principal Financial Officer

<PAGE>

/S/ KENNETH P. BEIL February 26, 1996
- ---------------------------
Kenneth P. Beil, Assistant
Vice President & Principal
Accounting Officer**

/S/ PATRICK S. BAIRD February 26, 1996
- -------------------------------
Patrick S. Baird, Director ***

/S/ LYMAN H. TREADWAY February 26, 1996
- --------------------------------
Lyman H. Treadway, Director ***

/S/ JACK E. ZIMMERMAN February 26, 1996
- --------------------------------
Jack E. Zimmerman, Director ***

- ------------
**Principal Accounting Officer

*** /S/ THOMAS E. PIERPAN
- ---------------------------------
Signed by: Thomas E. Pierpan
as Attorney-in-fact