WRL SERIES LIFE ACCOUNT
485APOS, 1996-03-01
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      As filed with the Securities and Exchange Commission on March 1, 1996
    
                    Registration File Nos. 33-69138/811-4420

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ---------------------------------
   
                         POST-EFFECTIVE AMENDMENT NO. 6
    

                                    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 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 Value

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 WEALTH PROTECTOR/registered trademark/
                           JOINT SURVIVORSHIP 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 joint survivorship 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 $100,000. 

   The Policy provides a death benefit payable upon the death of the 
Surviving Insured, 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

                                                         PAGE 
                                                      --------- 
DEFINITIONS ........................................       1 
INTRODUCTION .......................................       3 
   
INVESTMENT EXPERIENCE INFORMATION ..................       6 
 Rates of Return ...................................       6 
 Death Benefit, Cash Value and Net Surrender Value 
   Illustrations ...................................       7 
 Other Performance Data ............................      11 
WESTERN RESERVE AND THE 
SERIES ACCOUNT .....................................      11 
 Western Reserve Life Assurance Co. 
   of Ohio .........................................      11 
 The Series Account ................................      12 
POLICY BENEFITS ....................................      12 
 Death Benefit .....................................      12 
 When Insurance Coverage Takes Effect ..............      14 
 Terminal Illness Accelerated Death 
   Benefit Rider ...................................      15 
 Cash Value ........................................      15 
INVESTMENTS OF THE SERIES ACCOUNT ..................      16 
 WRL Series Fund, Inc. .............................      16 
 Addition, Deletion, or Substitution 
   of Investments ..................................      19 
PAYMENT AND ALLOCATION OF PREMIUMS .................      19 
 Issuance of a Policy ..............................      19 
 Premiums ..........................................      19 
 Allocation of Premiums and Cash Value .............      20 
 Dollar Cost Averaging .............................      21 
 Asset Rebalancing Program .........................      22 
 Policy Lapse and Reinstatement ....................      22 
CHARGES AND DEDUCTIONS .............................      23 
 Premium Expense Charges ...........................      23 
 Contingent Surrender Charges ......................      23 
 Cash Value Charges ................................      25 
 Optional Cash Value Charges .......................      26 
 Charges Against the Series Account ................      26 
 Group or Sponsored Arrangements ...................      26 
POLICY RIGHTS ......................................      27 
 Loan Privileges ...................................      27 
 Surrender Privileges ..............................      28 
 Examination of Policy Privilege ("Free-Look")  ....      28 
 Conversion Rights .................................      28 
 Policy Split Option ...............................      28 
 Benefits at Maturity ..............................      29 
 Payment of Policy Benefits ........................      29 
GENERAL PROVISIONS .................................      30 
 Postponement of Payments ..........................      30 
 The Contract ......................................      30 
 Suicide ...........................................      30 
 Incontestability ..................................      30 
 Change of Owner or Beneficiary ....................      30 
 Assignment ........................................      30 
 Misstatement of Age or Sex ........................      30 
 Reports and Records ...............................      30 
 Optional Insurance Benefits .......................      31 
THE FIXED ACCOUNT ..................................      31 
 Fixed Account Value ...............................      31 
 Minimum Guaranteed and Current 
   Interest Rates ..................................      31 
 Allocations, Transfers and Withdrawals ............      32 
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 ..................      35 
SAFEKEEPING OF THE SERIES 
ACCOUNT'S ASSETS ...................................      35 
VOTING RIGHTS OF THE SERIES ACCOUNT ................      35 
STATE REGULATION OF WESTERN 
RESERVE ............................................      36 
REINSURANCE ........................................      36 
EXECUTIVE OFFICERS AND DIRECTORS 
OF WESTERN RESERVE .................................      36 
LEGAL MATTERS ......................................      37 
LEGAL PROCEEDINGS ..................................      37 
<PAGE>
EXPERTS ............................................      37 
ADDITIONAL INFORMATION .............................      37 
INFORMATION ABOUT 
WESTERN RESERVE'S 
FINANCIAL STATEMENTS ...............................      37 
APPENDIX A - ILLUSTRATION 
OF BENEFITS ........................................      38 
APPENDIX B - LONG TERM MARKET TRENDS ...............      42 
INDEX TO FINANCIAL 
STATEMENTS .........................................      44 
    

                  The Policy is not available in all States. 

                                i

<PAGE>
                                   DEFINITIONS

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

   ATTAINED AGE -- For each Joint Insured, 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. Part 
of Western Reserve's General Account. 

   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 Insureds 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 both 
Insureds' lives remain insured. 

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

   ISSUE AGE -- For each Joint Insured, issue age refers to the age on the 
Insured's birthday nearest the Policy Date. 

   JOINT INSUREDS -- The persons whose lives are insured under the Policy. 

   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 
either of the Insureds 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. 

   NO LAPSE DATE -- Either, (1) the later of attained target premium age 65 
or five Policy years, or (2) the later of attained target premium age 75 or 
ten Policy years, as selected by the Policyowner at time of application for 
the Policy. 

   NO LAPSE PERIOD -- The period of time between the Policy Date and the No 
Lapse Date, during which the Policy will not Lapse if certain conditions are 
met, even though Net Surrender Value is insufficient to meet the monthly 
deduction. 

   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 joint survivorship flexible premium variable life insurance 
policy offered by Western Reserve and described in this Prospectus. 
<PAGE>
   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(S) ("OWNER(S)") -- The person(s) who owns the Policy, and who 
may exercise all rights under the Policy while either or both Joint Insureds 
are living. If two Owners are named, the Policy will be owned jointly and the 
consent of each Owner will be required to exercise ownership rights. 

   PORTFOLIO -- A separate investment portfolio of the Fund. 

   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. 

   SURVIVING INSURED -- The Joint Insured who remains alive after the other 
Joint Insured has died. 

                                1           
<PAGE>

   TERMINATION -- Condition when either of the Joint Insured's lives is no 
longer insured under the coverage provided. 

   
   VALUATION DATE --Any day on which the net asset value of the Fund is 
determined. 

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

                                2           
<PAGE>
                                 INTRODUCTION 
 1. WHAT IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL 
    FIXED-BENEFIT POLICY PRIOR TO THE DEATH OF AN INSURED? 

   
      Like conventional fixed-benefit life insurance, as long as the Policy 
    remains In Force, the Policy will provide: (1) the accumulation of Cash 
    Value; and (2) 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. 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 Series Account. 
    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. 26.) Unlike 
    conventional fixed-benefit life insurance, a Policyowner also has the 
    flexibility, subject to certain restrictions (see Premiums - Premium 
    Limitations, p. 25), to vary the frequency and amount of premium payments 
    and to decrease 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 IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL 
    FIXED-BENEFIT POLICY UPON THE DEATH OF AN INSURED? 

      Under a conventional fixed-benefit life insurance Policy, only one 
    person is insured. Upon the insured's death, the Policy terminates and 
    the death benefit is paid to the beneficiary. Under a joint survivorship 
    Policy, two people are insured. When one of the two insureds dies with 
    the other insured still living, no death benefit is paid, and the Policy 
    continues without any change in the Policy provisions, charges or cash 
    value accumulation. The Owner(s) may continue to pay premiums, as 
    necessary or desired, and exercise all rights as Owner(s) under the 
    Policy. 

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

   
      The Policy provides the payment of benefits upon the death of the 
    Surviving 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 Surviving 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 Surviving Insured or a specified percentage times the Cash 
    Value of the Policy on the date of death of the Surviving 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 $100,000. 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 Joint 
    Insured Term Rider; an Individual Insured Rider; and a Wealth Protector 
    Rider. (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. 31.) 
<PAGE>
   
      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 an 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. 19.) 
    

      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. 38.) 

 4. 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. 

                                3           
<PAGE>
    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.) 

      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 partial surrenders, 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 Reserve does not guarantee a minimum Cash Value. 
    (See Policy Benefits - Cash Value, p. 20.) 

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

      The Policyowner has the flexibility to adjust the death benefit payable 
    by changing the Death Benefit Option type, and by decreasing the 
    Specified Amount of the Policy or adding riders to increase the total 
    death benefit payable. No such change or decrease may be requested during 
    the first three Policy years. The Policyowner may either change the death 
    benefit option or decrease the Specified Amount, but not both, only once 
    each Policy year after the third Policy year. (See Death Benefit - Change 
    in Death Benefit Option, p. 17.) 

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

   
      A Policyowner has considerable flexibility concerning the amount and 
    frequency of premium payments. An Initial Premium at least equal to a 
    minimum monthly first year premium must be paid on or before the date on 
    which the Policy is delivered to and accepted by the Policyowner. (See 
    Policy Benefits - When Insurance Coverage Takes Effect, p. 19.) 
    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. 25.) Each Policyowner will also 
    determine a Planned Periodic Premium schedule. The schedule will provide 
    Planned Periodic Premium payments of a level amount at a fixed interval 
    over a specified period of time. The amount and frequency of planned 
    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. 25.) 
    

 7. 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. 31), providing excess indebtedness does not exceed the 
    Policy's Cash Value, and a grace period expires without a sufficient 
    payment by the Policyowner. (See Loan Privileges - Indebtedness, p. 35.) 
    However, until the No Lapse Date as provided in the Policy, the Policy 
    will remain In Force and no grace period will begin provided 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, after the No Lapse Date, 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 either Insured is alive and the Policy 
    is In Force on the Maturity Date, which is the younger Insured's 100th 
    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. 
    
<PAGE>
 8. 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. 29.) 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. Each Portfolio has a different investment objective. (See 
    Investments of the Series Account - WRL Series Fund, Inc., p. 21.) 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. 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. 

                                4           
<PAGE>
    (See Allocation of Premiums and Cash Value -Transfers, p. 27 and The 
    Fixed Account - Allocations, Transfers and Withdrawals, p. 42.) 

 9. 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. 36.) 

10. 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. 36.) If Death Benefit 
    Option A is in effect, cash withdrawals will reduce the Policy's 
    Specified Amount by the amount of the cash withdrawal. 

11. 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. 42.) 

   
      The interest rate on a loan is 5.2% payable annually in advance. 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 being credited with a rate higher than 4% per 
    year. The minimum loan amount is generally $500. (See Policy Rights - 
    Loan Privileges, p. 34.) 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. 40.) 

      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. 44.) 
    

12. 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 is 
    deducted to compensate Western Reserve for premium taxes imposed by 
    various states. (See Charges and Deductions - Premium Expense Charges, p. 
    29.) 
<PAGE>
      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. The surrender charge consists 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. 29.) 
    

      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 certain operating expenses. (See Investments of the 
    Series Account - WRL Series Fund, Inc., p. 21.) 

   
      A cost of insurance charge 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. A Death Benefit Guarantee Charge is deducted up until the No 
    Lapse Date selected by the Policyowner on the application. The amount of 
    this charge is set forth on the Policy Schedule Page and will 

                                5           
<PAGE>
    be $0.04 per $1,000 of Specified Amount for all classes of Policies. On 
    and after the No Lapse Date selected, this charge will be zero. (See 
    Charges and Deductions - Cash Value Charges, p. 31.) 

      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. 42.) 

13. ARE TRANSFERS PERMITTED AMONG THE ACCOUNTS? 

   
      Yes. Twelve Cash Value transfers are permitted among the Sub-Accounts 
    of the Series Account or from the Sub-Accounts to the Fixed Account 
    without charge in a Policy year. Western Reserve will impose a $10 charge 
    for each subsequent transfer. (See Payment and Allocation of Premiums - 
    Allocation of Premiums and Cash Value, p.   .) 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. 42.) 
    

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

      Under current Federal tax law, life insurance policies receive 
    tax-favored treatment. The death benefit is generally excludable from the 
    beneficiary's gross income for Federal income tax purposes, according to 
    Section 101(a)(1) of the Internal Revenue Code. Owners of a life 
    insurance policy are not taxed on any increase in the cash value while 
    the policy remains In Force. 

      If a second-to-die life insurance policy is a modified endowment 
    contract under Federal tax law, certain distributions made during either 
    insured's lifetime, such as loans and partial withdrawals from, and 
    collateral assignments of, the policy are includable in gross income on 
    an income-first basis. A 10% penalty tax may also be imposed on 
    distributions made before the policyowner attains age 59 1/2 . Life 
    insurance policies that are not modified endowment contracts under 
    Federal tax law receive preferential tax treatment with respect to 
    certain distributions. 

      For a discussion of tax issues associated with this Policy, see 
    "Federal Tax Matters" on p. 42. 

                      INVESTMENT EXPERIENCE INFORMATION 

   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 January of 1994. 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. 
<PAGE>
RATES OF RETURN 

   
   The rates of return shown below are based on the investment performance, 
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. 21.) 
    

   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. 29; Contingent Surrender Charges, p. 29; and 
Cash Value Charges, p. 31.) 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, below.) Moreover, these rates of return are not an estimate, 
projection or guarantee of future performance. 

                                6           
<PAGE>
   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 

FUND PORTFOLIO           INCEPTION*       5 YEARS       3 YEARS       1 YEAR 
- --------------------  ---------------  ------------   ------------  ----------- 
Growth                       %           %                  %             % 
Global                       %         N/A                  %             % 
Bond                         %           %                  %             % 
Short-to- 
  Intermediate 
  Government                 %         N/A                  %             % 
Money Market                 %           %                  %             % 
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                     %           %                  %             % 

* 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, 1993. 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 would have affected the Option A death benefits, the Policy Cash 
Value and 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 Option A based on the payment of annual premiums of 
$4,000 at the beginning of each Policy year, and a Specified Amount of 
$250,000 for a male age 55 and a female age 55. The illustrations also assume 
that the Joint Insureds are placed in Western Reserve's Select underwriting 
rate class. (See Cash Value Charges - Cost of Insurance, p. 31.) The 
illustrations also assume that the Policy's entire Cash Value is allocated to 
the Sub-Account corresponding to the Portfolio shown. 
    
<PAGE>
   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. 29, Charges Against the Series Account, p. 33, and Investments of the 
Series Account - WRL Series Fund, Inc., p. 21). 

   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 ages, sexes, 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, pp. 51-52. 

   
   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. 
    

                                7           
<PAGE>
   
                               GROWTH PORTFOLIO 
       Male, Issue Age 55, Female, Issue Age 55, $4,000 Annual Premium 
                   ($250,000 Specified Amount, 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 .............................     3,969         3,969         1,659        1,659 
1989* ............................     8,692         8,690         6,040        6,039 
1990* ............................    18,144        18,136        15,325       15,317 
1991* ............................    20,979        20,962        17,992       17,974 
1992* ............................    39,022        38,968        35,866       35,813 
1993* ............................    43,012        42,913        39,689       39,590 
1994* ............................    47,467        47,295        43,975       43,803 
1995* ............................    46,065        45,813        42,406       42,154 
1996*............................. 
    
</TABLE>

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

   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 55, Female, Issue Age 55, $4,000 Annual Premium 
                   ($250,000 Specified Amount, 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 .............................     3,385         3,385         1,075        1,075 
1989* ............................     7,345         7,344         4,694        4,692 
1990* ............................    12,459        12,454         9,640        9,634 
1991* ............................    16,903        16,890        13,916       13,903 
1992* ............................    23,617        23,586        20,461       20,430 
1993* ............................    28,961        28,895        25,638       25,572 
1994* ............................    35,881        35,749        32,390       32,257 
1995* ............................    36,275        36,070        32,615       32,411 
1996*............................. 
    
</TABLE>

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

                                8           
<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 55, Female, Issue Age 55, $4,000 Annual Premium 
                   ($250,000 Specified Amount, 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..............................     3,759         3,759         1,449        1,449 
1989* ............................     7,694         7,692         5,052        5,041 
1990* ............................    12,013        12,008         9,194        9,189 
1991* ............................    16,492        16,479        13,504       13,491 
1992* ............................    20,787        20,759        17,631       17,604 
1993* ............................    24,715        24,658        21,392       21,335 
1994* ............................    28,473        28,366        24,982       24,875 
1995* ............................    32,577        32,389        28,918       28,730 
1996*............................. 
    
</TABLE>

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

   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, and if the Global 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. 

                               GLOBAL PORTFOLIO 
       Male, Issue Age 55, Female, Issue Age 55, $4,000 Annual Premium 
                   ($250,000 Specified Amount, 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>
1994..............................    $4,800        $4,800        $2,490       $2,490 
1995* ............................     8,312         8,310         5,660        5,659 
1996*............................. 
    
</TABLE>

   
* For the years shown, benefits and values reflect only premiums paid during 
  previous Policy years. 
<PAGE>
   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, and 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 55, Female, Issue Age 55, $4,000 Annual Premium 
                   ($250,000 Specified Amount, 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>
1994..............................    $3,690        $3,689        $1,380       $1,379 
1995* ............................     7,139         7,137         4,487        4,486 
1996*............................. 
    
</TABLE>

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

                                9           
<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, if the Emerging Growth Portfolio had been 
offered by the Policy as of 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 55, $4,000 Annual Premium 
         ($250,000 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>
1995..............................    $3,283        $3,283        $973         $973 
1996*............................. 
    
</TABLE>

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

   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, if the Equity-Income Portfolio had been offered by the 
Policy as of 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 55, $4,000 Annual Premium 
         ($250,000 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>
1995..............................    $3,537        $3,536        $1,227       $1,226 
1996*............................. 
    
</TABLE>

   
* For the years shown, benefits and values reflect only premiums paid during 
  previous Policy years. 
<PAGE>
   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 
    

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

                               10           
<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>
<CAPTION>
   
                                            CASH VALUE            NET SURRENDER VALUE
                                      ----------------------     ---------------------- 
POLICY ANNIVERSARY ON JANUARY 1 OF    CURRENT     GUARANTEED     CURRENT     GUARANTEED
- ----------------------------------    -------     ----------     -------     ----------
<S>                                     <C>          <C>           <C>           <C>
1996..............................      $            $             $             $ 
    
</TABLE>

   
   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 
    

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

   
   Because the C.A.S.E. Growth Portfolio commenced operations on May 1, 1995, 
and the Value Equity Portfolio had not commenced operations as of December 
31, 1995, there are no hypothetical illustrations for these Portfolios. 
    
<PAGE>
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 
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). 

                    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 

                               11           
<PAGE>
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") or 
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 Surviving 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 Surviving 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. 38.) 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. 
<PAGE>
   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 a percentage 
based on the Attained Age of the younger Joint Insured and is 250% for a 
younger Joint Insured age 40 or below on the Policy Anniversary prior to the 
date of death. For a younger Joint 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 younger Joint Insured's Attained Age is under 40 and that there is no 
outstanding indebtedness. Under Option A, a Policy with a $250,000 Specified 
Amount will generally pay $250,000 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 $100,000, the death benefit will 
exceed the $250,000 Specified Amount. Each additional dollar added to Cash 
Value above $100,000 will increase the death benefit by $2.50. 

                               12           
<PAGE>
   
                         LIMITATION PERCENTAGE TABLE 
  ATTAINED AGE 
   OF YOUNGER                                         PER YEAR 
 JOINT 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
above 96 ........................     100%      0%       95

   Similarly, so long as Cash Value exceeds $100,000, each dollar taken out 
of Cash Value will reduce the death benefit by $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. 
    

   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 the younger Joint Insured age 40 or below on the Policy Anniversary 
prior to the date of death. For the younger Joint Insured 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 younger Joint Insured is under the age of 40 and that there is no 
outstanding indebtedness. Under Option B, a Policy with a Specified Amount of 
$250,000 will generally pay a death benefit of $250,000 plus Cash Value. 
Thus, for example, a Policy with a Cash Value of $50,000 will have a death 
benefit of $300,000 ($250,000 + $50,000). The death benefit, however, must be 
at least 250% of Cash Value. As a result, if the Cash Value of the Policy 
exceeds $166,666, the death benefit will be greater than the Specified Amount 
plus Cash Value. Each additional dollar of Cash Value above $166,666 will 
increase the death benefit by $2.50. 

   Similarly, any time Cash Value exceeds $166,666, 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. 
The Policyowner may either change the death benefit option or decrease the 
Specified Amount, but not both, only once each Policy year after the third 
Policy year. 
    
<PAGE>
   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, provided that no decrease is made that year, by sending 
Western Reserve a written request for a change. A change in death benefit 
option may have Federal income tax consequences. (See Federal Tax Matters, p. 
42.) 

   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. 
<PAGE>
   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 
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. 31.) 

   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 decreasing the Specified Amount of insurance, 
changing the level of premium payments, and, to a lesser extent, making a 
cash withdrawal from the Policy. 

                               13           
<PAGE>
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. 

   (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. 36.) 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) 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. 

   DECREASE IN SPECIFIED AMOUNT. Subject to certain limitations, a 
Policyowner may decrease the Specified Amount of a Policy. A decrease 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. 31.) A decrease in Specified Amount could also have Federal 
income tax consequences. (See Federal Tax Matters, p. 42.) The Policyowner 
may either change the death benefit option or decrease the Specified Amount, 
but not both, only once each Policy year after the third Policy year. 

   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 Policyowner may 
either change the death benefit option or decrease the Specified Amount, but 
not both, only once each Policy year after the third Policy year. 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. 25), the decrease may be limited to the extent necessary to 
meet these requirements. 

WHEN INSURANCE COVERAGE TAKES EFFECT 

   No life insurance coverage shall take effect unless the proposed Joint 
Insureds 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, 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. 
<PAGE>
   CONDITIONAL INSURANCE COVERAGE. The proposed Joint Insureds 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. 

   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 the 
proposed Joint Insureds 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 proposed Joint Insured 
commits suicide. 

   WHEN CONDITIONAL LIFE INSURANCE COVERAGE ENDS. Conditional life insurance 
coverage shall terminate automatically, without notice, on the earliest of 
the following dates: 

                               14           
<PAGE>
(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 
Surviving 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 
Surviving Insured under the Policy, plus the benefit payable under any In 
Force Joint Insured Term Rider or Wealth Protector Rider. (See Optional 
Insurance Benefits, p. 40.) "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 Surviving Insured, the Policyowner, a person 
who lives with the Surviving Insured or Policyowner, or a person who is part 
of the Surviving Insured's or Policyowner's "Immediate Family" (spouse, 
child, brother, sister, parent, grandparent or grandchild of the Surviving 
Insured). The "Physician's Statement" must be a written statement signed by a 
Physician which provides the Physician's diagnosis of the Surviving 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 Surviving 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. 

   There is no additional charge for this benefit. 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 each state's insurance laws. 

   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. 
<PAGE>
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. 36.) 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. 29); 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 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. 26.) 
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 

                               15           
<PAGE>
   (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. 41.) 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 
carefully. 
<PAGE>
   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. 

   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. 

                               16           
<PAGE>
   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 March 1, 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 the Global Portfolio. 

   AEGON USA Investment Management, Inc. ("AEGON Management") is sub-adviser 
to the Short-to-Intermediate Government Portfolio and the Balanced Portfolio 
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 Portfolio and the Balanced Portfolio 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 
Emerging Growth Portfolio pursuant to any expense limitation or other 
reimbursement. 
<PAGE>
   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 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, 

                               17           
<PAGE>
as compensation of its services, Federated will receive payments 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 $  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. 
    
<PAGE>
   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, 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 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 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 

                               18           
<PAGE>
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 $100,000. Policies will generally be issued only to Joint Insureds 
ages 1 to 85 who supply satisfactory evidence of insurability sufficient to 
Western Reserve. (Because a few state insurance regulatory authorities have 
not yet approved Policies for issue to Joint Insureds ages 1-19. Western 
Reserve will only issue Policies for Joint Insureds ages 1-19 of these states 
upon approval by those state regulatory authorities.) 
    

   The younger Joint Insured must be no older than age 80. Further, the sum 
of the ages of the Joint Insureds cannot exceed the total of 160 years (see 
Policy Lapse and Reinstatement - Lapse, p. 28). Western Reserve may, however, 
at its sole discretion, issue a Policy with a younger Joint Insured above the 
age of 80. 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. 29.) Thereafter, 
subject to the minimum and maximum premium limitations described below, a 
Policyowner may make unscheduled premium payments at any time in any amount. 
<PAGE>
   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 
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. 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, until the No Lapse Date 
as provided in the Policy, the Policy will remain In Force and no grace 
period will begin provided there has been no 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.) 

   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, 

                               19           
<PAGE>
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 $100. 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. 29.) 

   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 of $2,000 or more 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 - 
Allocations of Net Premiums," below. 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 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. 
29.) 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. 
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. 
<PAGE>
   Net premiums paid after the Record Date will be allocated in accordance 
with the Policyowner's instructions in the application. The minimum 
percentage of each premium that may be allocated to any account is 10%; 
percentages must be in whole 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 telephone 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 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. 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. 42.) 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 

                               20           
<PAGE>
("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. 21.) 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 
instruction 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 transfer 
request 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 - 
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   .) 
<PAGE>
   A written election of this service, on a form provided by Western Reserve, 
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 
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. 

                               21           
<PAGE>
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 Premium 
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 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. 
Participation 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. 
    
<PAGE>
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, p. 29.) However, until the No Lapse Date as provided in the 
Policy, the Policy will not lapse and no grace period will begin, provided: 
(1) no riders have been added since the Policy Date, and (2) the total of the 
premiums received (minus any withdrawals and 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 and, (3) 
the excess indebtedness (total of all Policy loans less any unearned loan 
interest on Policy loans) does not exceed the Cash Value (see Policy Rights - 
Loan Privileges, p. 34). Should the Policyowner(s) request the addition of 
any rider after the Policy Date but prior to the No Lapse Date, the 
Policyowner(s) will be notified as to the effect on grace period processing 
prior to the date the rider is effective. Essentially, the Policy will not 
lapse during the period from the Policy Date until the No Lapse Date (the "No 
Lapse Period"), as long as the conditions in (1), (2) and (3) immediately 
above have been met, and even though Net Surrender Value at any point during 
the No Lapse Period is insufficient to cover a monthly deduction and the 
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 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. 

   When the conditions in (1), (2) and (3) above have not been met, or the 
Policy is beyond the No Lapse Date, and 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 mailed to the Policyowner, for Western Reserve to 
receive 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 

                               22           
<PAGE>
Policyowner's then current instructions. (See Allocation of Premiums and Cash 
Value - Allocation of Net Premiums, p. 26, and Charges and Deductions - Cash 
Value Charges, p. 31.) If the Surviving 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. 

   The duration of the period of time between the Policy Date and the No 
Lapse Date is selected by the Policyowner at time of application for the 
Policy, and may be either, (1) the later of attained target premium age 65 or 
five Policy years, or (2) the later of attained target premium age 75 or ten 
Policy years. The amount of the minimum monthly guarantee premium will vary 
according to whether (1) or (2) is chosen. Neither (1) nor (2) may exceed 
target premium age 85. The target premium age equals the average of the ages 
of the Joint Insureds at time of Policy issue, rounded down to the closer 
age, not to exceed the younger Joint Insured's age, plus ten years. For 
example, if the ages of the Joint Insureds at time of Policy issue are 46 and 
48, the target premium age is 47. If the ages at time of Policy issue are 45 
and 48, the target premium age is 46. If the ages at time of Policy issue are 
50 and 80, the target premium age is 60. The target premium attained age 
equals the target premium age plus the number of completed Policy years. 

   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 from each Joint Insured 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 

      (c) an amount sufficient to cover any surrender charge (as described 
          below) as of the date of reinstatement. 

   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 and a 
charge for premium taxes. 

   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. 
<PAGE>
   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 the premium will 
be made from each premium payment. Because of the retaliatory provisions of 
state premium tax laws, Western Reserve is required to pay a minimum 2.5% 
premium tax regardless of a state's actual premium tax rate. 

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. 

   (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 Joint Insured's rate class, 
and establishing 

                               23           
<PAGE>
Policy records. Western Reserve does not anticipate that it will make any 
profit on this charge. 

   (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 younger Joint Insured as follows: 

 EXCESS PREMIUM                                  ISSUE AGE RANGE
     CHARGE                                  (YOUNGER JOINT INSURED) 
 --------------                              ----------------------- 
      4.2%                                           20-55 
      3.7%                                           56-63 
      3.1%                                           64-68 
      2.5%                                           69-73 
      2.0%                                           74-76 
      1.6%                                           77-78 
      1.2%                                           79-80 

   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 Charges due upon any surrender of a Policy during 
the first fourteen Policy years. In Policy years 1-10 this percentage is 100% 
for Joint Insureds when the age of the younger of the Joint Insureds is 
between Ages 20-74, 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 Joint Insureds when the age of the younger of the Joint Insureds is 
between Issue Ages 75-80, this percentage is 100% until the end of the sixth 
(6th) Policy year, and declines to 0% in the fifteenth (15th) Policy year. 
Therefore, application of the percentage to surrender charges in the event of 
any surrender during the eleventh through fourteenth Policy year will result 
in reduced Surrender Charges. See Example (2) below. 
    

                         SURRENDER CHARGE PERCENTAGES 

                                          YOUNGER AGE 
                                 -----------------------------
                                   LESS                  75 OR 
  END OF POLICY YEAR*            THAN 75                 ABOVE 
  -------------------            -------                 -----
        At Issue                   100%                   100% 
          1-6                      100%                   100% 
           7                       100%                    97% 
           8                       100%                    88% 
           9                       100%                    80% 
           10                      100%                    73% 
           11                       80%                    66% 
           12                       60%                    60% 
           13                       40%                    40% 
           14                       20%                    20% 
           15+                       0%                     0% 

* THE CHARGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED BETWEEN
  THE TWO END OF YEAR CHARGES.
<PAGE>
   (d) EXAMPLE (1) Assume a male non-smoker age 35 and a female non-smoker 
age 35 purchase a Policy for $100,000 of Specified Amount, paying the 
Guideline Premium of $806.11, and an additional premium amount of $193.89 in 
excess of the Guideline Premium, for a total premium of $1,000 per year for 
four years ($4,000 total for four years), and then surrenders the Policy. The 
surrender charge would be calculated as follows: 

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

(b) DEFERRED SALES CHARGE: 
    (1) 26.5% of Guideline Premium paid 
              [26.5% x $806.11], and            = $213.62 

    (2) 4.2%  of premiums paid in excess 
              of Guideline Premium 
              [4.2% x ((4 x 1,000) - $806.11)]  = $134.14 

(c) APPLICABLE SURRENDER CHARGE                 =    100% 
    [(a)$500.00 + (b)($213.62 + $134.14)] 
    x 100% 
    SURRENDER CHARGE = 847.76 x 100%            = $847.76
                                                  =======

                               24           
<PAGE>
   
   EXAMPLE (2) - Assume the same facts as in Example (1), EXCEPT the Owner 
surrenders the Policy on the 14th Policy Anniversary: 

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

(b) DEFERRED SALES CHARGE: 
    (1) [26.5% x $806.11], and             = $213.62 

    (2) [4.2% x ((14 x 1,000) - $806.11)]  = $554.14 

(c) APPLICABLE SURRENDER CHARGE            =     20% 
    [(a)$500.00 + (b)($213.62 + $554.14)] 
    x 20% 
    SURRENDER CHARGE = $1,267.76 x 20%     = $253.55 
                                             =======

   If the Owner waits until the 15th Policy Anniversary or after, there will 
   be no surrender 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, the monthly death benefit 
guarantee charge, 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. 

   Cost of insurance rates will be based on the sex, Attained Age and rate 
class of the Joint Insureds, 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 
("1980 C.S.O."), age nearest birthday, Mortality Tables and the sex, Attained 
Age and rate class of each Joint Insured. The rate class of each Joint 
Insured is either Select (non-smoker), or Standard (smoker) or a class which 
reflects some substandard classification. There is no rate discount for a 
preferred class. For standard rate classes, I.E., either smoker or non-smoker 
classes not rated, 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 Joint 
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 Joint Insureds who are either both men or 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 may 
reinstate such prohibition. Therefore, Policies offered by this Prospectus to 
insure residents of the States of Montana and Massachusetts may have premiums 
and benefits which are based on actuarial tables that do not differentiate on 
the basis of sex. 

   The rate class of each Joint Insured will affect the cost of insurance 
rate. For this Policy, Western Reserve currently places Joint Insureds into 
the following three nonsub-standard rate classes: combination of two 
non-smokers, combination of two smokers and the combination of a smoker and a 
non-smoker; 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. 
<PAGE>
   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 Select or 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 DEATH BENEFIT GUARANTEE CHARGE. Western Reserve will deduct a 
monthly death benefit guarantee charge from each Policy to compensate Western 
Reserve for the risk of guaranteeing the death benefit for the period chosen 
by the Owner on the application provided a minimum level of premiums are 
received. The amount of this charge is set forth on the Policy Schedule Page 
and will be $0.04 per $1,000 of initial Specified Amount for all classes of 
Policies. This charge will only be levied during the period between the 
Policy Date and the No Lapse Date. (See Policy Lapse and Reinstatement - 
Lapse, p. 28.) 
    

   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 

                               25           
<PAGE>
Policy and the Series Account, Western Reserve assesses a monthly 
administration charge from each Policy. This charge is currently $5.00 per 
Policy Month. Western Reserve reserves the right to increase this charge, but 
it is guaranteed not to exceed $10.00 per Policy Month. 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 and deduct from 
each amount transferred a transfer charge of $10 to compensate Western 
Reserve for the costs in effectuating the transfer. The 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 the Surviving 
Insured 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. 42.) 

   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 p. 22 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 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. 
<PAGE>
   The premium expense charges, contingent surrender charges, minimum premium 
and minimum Specified Amount described in "Charges and Deductions" and 
"Payment and Allocation of Premiums", respectively, 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 (I.E., spouse, child, sibling, parent or 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 

                               26           
<PAGE>
for qualification. In no event, 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. 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 no 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. 42.) 

   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. 38.) 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. 41.) No 
charge will be imposed for these transfers. 
    

   INTEREST RATE CHARGED. The interest rate charged on Policy loans will be 
at the rate of 5.2% payable annually in advance. 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 is not obligated to do so. 
    
<PAGE>
   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. 41.) 

   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. 44.) 

   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 

                               27           
<PAGE>
premium payments unless the Policyowner indicates that the payment should be 
treated as a loan repayment. (See Policy Rights - Benefits at Maturity, p. 
37.) 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. 

SURRENDER PRIVILEGES 

   
   At any time before the earlier of the death of the Surviving 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. 29.) 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. 38.) Additional restrictions may be 
applied to surrenders from the Fixed Account. (See The Fixed Account - 
Allocations and Withdrawals, p. 42.) 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. 42.) 
    

   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. 
38.) 

   
   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. 44.) 
<PAGE>
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. 

POLICY SPLIT OPTION 

   Subject to Western Reserve's evidence of insurability requirements, the 
Policyowner may request to split the Policy, not including any riders, and 
purchase two permanent individual Fixed Account life insurance policies 
offered at the time of the request; one on the life of each Joint Insured. 
The 

                               28           
<PAGE>
Owner may request this Split Option by notifying Western Reserve at its 
Office in writing within 90 days following either: 

1. The later of the enactment or the effective date of a change in the 
   Federal estate tax laws that would reduce or eliminate the unlimited 
   marital deduction; or 

2. The date of entry of a final decree of divorce with respect to the Joint 
   Insureds; or 

3. Written confirmation of a dissolution of a business partnership of which 
   the partners are the Joint Insureds. 

   If more than one person owns this Policy, each Owner must agree to the 
split. The initial specified amount for each new policy cannot be greater 
than 50% of the Policy's Specified Amount, not including the face amount of 
any riders. The new policies will be subject to Western Reserve's minimum and 
maximum specified amounts and issue ages for the plan of insurance selected. 
If one of the Joint Insureds is older that the new policy's maximum issue age 
at the time the Policy Split Option is requested, Western Reserve's approval 
must be obtained to exercise the Policy Split Option. 

   Cash Value and indebtedness under the Policy will be allocated equally to 
each of the new policies. If one Joint Insured does not meet Western 
Reserve's insurability requirements, Western Reserve will pay the Policyowner 
one half of the Policy's Net Surrender Value and issue only the policy 
covering that Joint Insured who meets Western Reserve's insurability 
requirements; or the Policyowner may elect to keep the Policy In Force on 
both Joint Insureds and no new policies will be issued. 

   The premiums for the new policies will be based on each Joint Insured's 
Attained Age and premium rate class as determined by current evidence of 
insurability. Premiums will be payable as of the policy dates for each new 
policy. The policy date for each new policy will be the Monthiversary 
following notification to Western Reserve to execute the Policy Split Option. 
The owner and beneficiary for the new policies will be those named in this 
Policy, unless otherwise specified. Any applicable surrender charge will be 
deducted from the Policy's Cash Value prior to allocation of the Cash Value 
to the new policies. Premium expense charges, if any, under the new policies 
will not be deducted from the Cash Value allocated to the new policies. Any 
new premium paid to the new policies will be subject to the normal charges, 
if any, of the new policies at the time the premium is paid. 

BENEFITS AT MATURITY 

   If either Joint 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 younger Joint Insured's 100th birthday, if either 
Joint 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 

   Death benefits under the Policy will ordinarily be paid within seven days 
after Western Reserve receives due proof of death of the Surviving Insured, 
and Western Reserve receives proof that both Joint Insureds died while the 
Policy was In Force, 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. 42.) The Policyowner may decide the form in which the 
benefits will be paid. During the lifetime of either Joint Insured, 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. 
<PAGE>
   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 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 Surviving 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 20 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 10 years, or the period in 
which the total payments will equal the amount retained. 

                               29           
<PAGE>
   OPTION C - JOINT AND SURVIVOR LIFE INCOME. The proceeds will be paid 
during the joint lifetime of two persons and continue upon the death of the 
first payee 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. 42. 

   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 either Joint Insured, while sane or insane, commits suicide within two 
years from the Policy Date or two years from the effective date of any 
reinstatement of a Policy, the Policy will terminate, and Western Reserve's 
total liability, including all riders attached to the Policy, will be limited 
to the total premiums paid within such two year period, less any loan and any 
prior withdrawals during such period. In that event, such proceeds will be 
payable to the Policyowner, if surviving, otherwise to the Policyowner's 
estate. No other death benefit will be payable. 

INCONTESTABILITY 

   Western Reserve cannot contest the Policy as to the initial Specified 
Amount after it has been In Force while both Joint Insureds are still alive, 
for two years from the Policy Date. At the end of the second Policy year, 
Western Reserve will send the Policyowner a notice requesting to know whether 
either Joint Insured has died. Failure to notify Western Reserve that a Joint 
Insured has died will not avoid a contest, if Western Reserve has a basis to 
contest, even if the Policy is still In Force. If a lapsed 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 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 Surviving Insured's death. 
If the named Beneficiary dies before the Surviving Insured, the contingent 
Beneficiary, if named, becomes the Beneficiary. If no Beneficiary survives 
the Surviving Insured, the benefits payable at the Surviving 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 
either or both Joint Insureds are 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. 
    
<PAGE>
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 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 either Joint 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. 

                               30           
<PAGE>
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, including any applicable charge to provide a 
death benefit guarantee, if any, for the optional insurance benefit until the 
No Lapse Date, will be deducted as part of the monthly deduction. (See 
Charges and Deductions - Optional Cash Value Charges, p. 33.) 

   JOINT INSURED TERM RIDER: Provides the payment of the face amount of the 
rider to the Beneficiary for the rider upon receipt of due proof that both 
Joint Insureds died while the rider was In Force. The cost of insurance rates 
for this rider increase each year. 

   INDIVIDUAL INSURED RIDER: Provides additional life insurance on the life 
of either Joint Insured, and for the payment of the face amount of the rider 
to the Beneficiary for the rider upon receipt by Western Reserve of written 
notice that the 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 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 
Insured's 70th birthday; (b) the new policy is on 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 based on the Insured's rate class under the rider. 

   WEALTH PROTECTOR RIDER: Provides the payment of the face amount of the 
rider to the Beneficiary for the rider upon receipt of due proof that both 
Joint Insureds died while the rider was In Force. The rider has no conversion 
or exchange privilege. The rider terminates at the earlier of (a) the date 
the Policy terminates, (b) the fourth Anniversary of the Policy, or (c) the 
Monthiversary on which the rider is terminated by written notice from the 
Policyowner to Western Reserve. The cost of insurance rates for this rider do 
not increase while the rider is In Force. 

                              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. 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. 
<PAGE>
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 

                               31           
<PAGE>
be determined in the sole discretion of Western Reserve. The Policyowner 
assumes the risk that interest credited may not exceed the guaranteed minimum 
rate. 

   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 that any allocation of 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 of a Policy Anniversary. 
Under the Policy, the amount that may be transferred is 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. Currently, Western Reserve allows 100% of the 
amount in the Fixed Account to be transferred within 30 days after each 
Anniversary. The transfer will take place on the day Western Reserve receives 
the request. 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. 36.) 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 of a Policy 
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. 
    
<PAGE>
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 

   In order to qualify as a life insurance contract for Federal tax purposes, 
a Policy must meet the definition of a life insurance contract which is set 
forth in Section 7702 of the Internal Revenue Code of 1986, as amended (the 
"Code"). The manner in which Section 7702 should be applied to certain 
features of the Policy is not directly addressed by Section 7702. 
Nevertheless, Western Reserve believes it is reasonable to conclude that the 
Policy will meet the Section 7702 definition of a life insurance contract. In 
the absence of final regulations or other pertinent interpretations of 
Section 7702, however, there is necessarily some uncertainty as to whether a 
Policy will meet the statutory life insurance contract definition, 
particularly if it insures substandard risks. 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 contract. 

                               32           
<PAGE>
   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 
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 to support their policies. In those circumstances, 
income and gains from the separate account assets would be includible 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 investment 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 subaccounts 
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 asset 
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 
change of insured, 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. 
<PAGE>
   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 exceed 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 


                               33           
<PAGE>
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. 
    

   The manner in which the premium limitation and material change rules 
should be applied to certain features of the Policy and its riders is 
unclear. Nonetheless, 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, according to, Western Reserve's calculations, can be 
paid without causing a Policy to be classified as a modified endowment 
contract. 

   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 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 Policyowner 
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. 
<PAGE>
   
   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 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. 

                               34           
<PAGE>
   8. TAX TREATMENT OF POLICY SPLIT. The Policy Split Option permits a Policy 
to be split into two other individual life insurance contracts upon the 
occurrence of a divorce of the Joint Insureds, certain changes in Federal 
estate tax law, or a dissolution of a business partnership of which the 
partners are Joint Insureds. (See Policy Rights - Policy Split Option, p. 
37.) A policy split could have adverse tax consequences. For example, it is 
not clear whether a policy split will be treated as a nontaxable exchange 
under Sections 1031 through 1043 of the Code. If a policy split is not 
treated as a nontaxable exchange, a spilt could result in the recognition of 
taxable income in an amount up to any gain in the Policy at the time of the 
split. In addition, it is not clear whether the individual policies that 
result from a policy split would in all circumstances be treated as life 
insurance contracts for Federal income tax purposes and, if so treated, 
whether the individual policies would be classified as modified endowment 
contracts. Before a Policyowner exercises rights provided by the Policy Split 
Option, it is important that he or she consult with a competent tax adviser 
regarding the possible consequences of a policy split. 

   9. OTHER TAX CONSIDERATIONS. The transfer of the Policy or the definition 
of a beneficiary may have Federal, state and/or local transfer and 
inheritance tax consequences, including the imposition of gift, estate and 
generation-skipping transfer taxes. For example, the transfer of the Policy 
to, the designation as beneficiary of, or the payment of proceeds to, a 
person who is assigned to a generation which is two or more generations below 
the generation assignment of the Policyowner, may have generation skipping 
transfer tax considerations under Section 2601 of the Code. 

   The individual situation of each Policyowner of beneficiary will determine 
the extent, if any, to which Federal, state and local transfer taxes may be 
imposed. Consult with your tax adviser for specific information in connection 
with these taxes. 

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 
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. 
    

                     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. 
<PAGE>
   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 

                               35           
<PAGE>
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 (1987 - 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 - 
   February, 1991), President (1988 - 1989), Director (1976 - February, 
   1991), Executive Vice President (1972 - 1988), Pioneer Western Corporation 
   (financial services), Largo, Florida; President and Director (1985 - 
   September, 1990) and Director (December, 1990 - present) Idex Management, 
   Inc. (investment adviser), Largo, Florida; Trustee (1987 - present), 
   Chairman (December, 1989 - September, 1990 and November, 1990 - present) 
   and President and Chief Executive Officer (November, 1986 - September, 
   1990), IDEX Fund, IDEX II Series Fund and IDEX Fund 3 (investment 
   companies), all of Largo, Florida. 

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 - February, 1991), Pioneer 
   Western Corporation, Largo, Florida (financial services); Treasurer (1988 
   - September, 1990 and November, 1990 - 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), Western Reserve Life Assurance Co. of Ohio; Vice President, 
   Secretary and General Counsel of Pioneer Western Corporation (financial 
   services) and Secretary of its subsidiaries (May, 1990 - February, 1991); 
   Vice President and Assistant Secretary (November, 1990 - present) and 
   Secretary (June, 1990 - September, 1990) 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 - April, 1990). 
    
<PAGE>
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 of Pioneer Western Corporation (May, 1988 - February, 1991). 

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 - February, 1991), Pioneer Western 
   Corporation (financial services), Largo, Florida. 

   
PATRICK S. BAIRD, DIRECTOR, 4333 Edgewood Road, NE, Cedar Rapids, Iowa 52499, 
   Director (February, 1991 - 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. 

                               36           
<PAGE>
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 certified 
public 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 auditors, 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. 

                            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. 59) 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"). 
    

                                       37
<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 Joint Insureds of given ages 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 Policyowner has not requested a 
decrease in the Specified Amount of the Policy, that no cash withdrawals or 
Policy loans have been made, and that less than twelve transfers per year 
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 fluctuated 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 p. 53 is based on a Policy for Joint Insureds who are 
a 55 year old male and a 55 year old female, both in the Select rate class, 
annual premiums of $4,000, a $250,000 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 pp. 54-55 are based on the same factors as those on 
p. 53, except that cost of insurance charges are based on the CURRENT cost of 
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality 
Table). The illustration on page 55 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 54, 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.  %), Bond Sub-Account (0.  %), Growth 
Sub-Account (0.  %), Short-to-Intermediate Government Sub-Account (0.  %), 
Equity-Income Sub-Account (0.  %), Global Sub-Account (  %), Emerging Growth 
Sub-Account (0.  %), Aggressive Growth Sub-Account (  %), Balanced Sub- 
Account (  %) and Utility Sub-Account (  %). Because C.A.S.E. Growth 
Sub-Account and Tactical Asset Allocation Sub-Account were not in existence 
during the full year of 1995 (commencement of operations was May 1, 1995 for 
C.A.S.E. Growth Sub-Account and January 3, 1995 for Tactical Asset Allocation 
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. 33.) 

   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 each proposed Joint Insured's age, sex, risk classification and 
desired plan features. 

                               38           
<PAGE>
<TABLE>
<CAPTION>
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO 
                      MALE AND FEMALE BOTH ISSUE AGE 55 
            $4,000 ANNUAL PREMIUM FOR NON-SMOKER SELECT RATE CLASS 
                          $250,000 SPECIFIED AMOUNT 
                        OPTION A - FIXED DEATH BENEFIT 
      THIS ILLUSTRATION IS BASED ON GUARANTEED COST OF INSURANCE RATES.

             PREMIUMS                                                NET
           ACCUMULATED          DEATH BENEFIT                  SURRENDER VALUE                   CASH VALUE
 END OF       AT 5%         ASSUMING HYPOTHETICAL           ASSUMING HYPOTHETICAL          ASSUMING HYPOTHETICAL
 POLICY     INTEREST             GROSS ANNUAL                    GROSS ANNUAL                   GROSS ANNUAL
  YEAR      PER YEAR          RATE OF RETURN OF               RATE OF RETURN OF              RATE OF RETURN OF
 ------    -----------  -----------------------------    ----------------------------   -----------------------------
                           0%        6%        12%         0%        6%        12%        0%         6%        12%
                        -------   -------   ---------    ------   -------   ---------   ------    -------   ---------
   <S>      <C>         <C>       <C>       <C>          <C>      <C>       <C>         <C>       <C>       <C>
    1         4,200     250,000   250,000     250,000     1,193     1,413       1,632    3,503      3,723       3,942
    2         8,610     250,000   250,000     250,000     4,268     4,925       5,609    6,917      7,575       8,259
    3        13,241     250,000   250,000     250,000     7,421     8,739      10,165   10,239     11,557      12,983
    4        18,103     250,000   250,000     250,000    10,478    12,683      15,165   13,463     15,668      18,151
    5        23,208     250,000   250,000     250,000    13,432    16,755      20,649   16,586     19,909      23,802

    6        28,568     250,000   250,000     250,000    16,279    20,953      26,657   19,600     24,275      29,979
    7        34,196     250,000   250,000     250,000    19,008    25,274      33,237   22,498     28,763      36,727
    8        40,106     250,000   250,000     250,000    21,609    29,708      40,436   25,266     33,366      44,093
    9        46,312     250,000   250,000     250,000    24,064    34,245      48,303   27,890     38,071      52,129
   10        52,827     250,000   250,000     250,000    26,354    38,870      56,895   30,348     42,863      60,888

   15        90,630     250,000   250,000     250,000    40,636    69,044     119,909   40,636     69,044     119,909
   20       138,877     250,000   250,000     250,000    41,824    94,354     214,056   41,824     94,354     214,056
   25       200,454     250,000   250,000     389,266    21,696   111,408     370,729   21,696    111,408     370,729
   30       279,043           *   250,000     648,876         *   104,735     617,977        *    104,735     617,977
   35       379,345           *   250,000   1,046,407         *    14,645     996,578        *     14,645     996,578
   40       507,359           *         *   1,611,546         *         *   1,595,590        *          *   1,595,590
   45       670,741           *         *   2,621,485         *         *   2,621,485        *          *   2,621,485
</TABLE>

<TABLE>
<CAPTION>
                                     INTERNAL RATE OF
           INTERNAL RATE OF           RETURN ON NET                 INTERNAL RATE OF
            RETURN ON CASH           SURRENDER VALUE                   RETURN ON
            VALUE ASSUMING               ASSUMING                    DEATH BENEFIT
             HYPOTHETICAL              HYPOTHETICAL              ASSUMING HYPOTHETICAL
             GROSS ANNUAL              GROSS ANNUAL                   GROSS ANNUAL
          RATE OF RETURN OF         RATE OF RETURN OF              RATE OF RETURN OF
        ----------------------   -------------------------   -------------------------------
          0%       6%      12%      0%        6%      12%       0%          6%        12%
        ------  ------   -----   -------   ------   ------   --------    --------   --------
   <S>  <C>      <C>     <C>      <C>      <C>      <C>      <C>         <C>        <C>
    1   -12.43   -6.92   -1.45    -70.18   -64.68   -59.20   6,150.00    6,150.00   6,150.00
    2    -9.31   -3.58    2.14    -35.24   -28.29   -21.46     642.15      642.15     642.15 
    3    -7.73   -1.87    3.99    -22.18   -15.04    -8.07     258.47      258.47     258.47 
    4    -6.79   -0.84    5.11    -16.23    -9.08    -2.13     148.92      148.92     148.92 
    5    -6.18   -0.15    5.86    -12.99    -5.84     1.07     100.39      100.39     100.39 

    6    -5.76    0.33    6.39    -11.00    -3.87     3.01      73.77       73.77      73.77
    7    -5.47    0.67    6.79     -9.70    -2.56     4.29      57.22       57.22      57.22 
    8    -5.28    0.93    7.09     -8.81    -1.65     5.18      46.06       46.06      46.06 
    9    -5.15    1.12    7.33     -8.19    -1.00     5.83      38.07       38.07      38.07 
   10    -5.09    1.25    7.52     -7.76    -0.52     6.32      32.11       32.11      32.11 

   15    -5.05    1.74    8.25     -5.05     1.74     8.25      16.46       16.46      16.46 
   20    -6.69    1.55    8.66     -6.69     1.55     8.66       9.93        9.93       9.93 
   25   -15.36    0.82    9.02    -15.36     0.82     9.02       6.48        6.48       9.33 
   30        *   -0.89    9.20         *    -0.89     9.20          *        4.39       9.45 
   35        *  -21.45    9.25         *   -21.45     9.25          *        3.02       9.45 
   40        *       *    9.29         *        *     9.29          *           *       9.32 
   45        *       *    9.42         *        *     9.42          *           *       9.42 
</TABLE>

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

The Hypothetical Investment Rates of Return Shown Above and Elsewhere in this
Prospectus Are Illustrative Only and Should Not Be Deemed A Representation of
Past or Future Investment Rates of Return. 
<PAGE>
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 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. 

                               39
<PAGE>
<TABLE>
<CAPTION>
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO 
                      MALE AND FEMALE BOTH ISSUE AGE 55 
            $4,000 ANNUAL PREMIUM FOR NON-SMOKER SELECT RATE CLASS 
                          $250,000 SPECIFIED AMOUNT 
                        OPTION A - FIXED DEATH BENEFIT 
        THIS ILLUSTRATION IS BASED ON CURRENT COST OF INSURANCE RATES. 

             PREMIUMS                                                NET
           ACCUMULATED          DEATH BENEFIT                  SURRENDER VALUE                   CASH VALUE
 END OF       AT 5%         ASSUMING HYPOTHETICAL           ASSUMING HYPOTHETICAL          ASSUMING HYPOTHETICAL
 POLICY     INTEREST             GROSS ANNUAL                    GROSS ANNUAL                   GROSS ANNUAL
  YEAR      PER YEAR          RATE OF RETURN OF               RATE OF RETURN OF              RATE OF RETURN OF
 ------    -----------  -----------------------------    ----------------------------   -----------------------------
                           0%        6%        12%         0%        6%        12%        0%         6%        12%
                        -------   -------   ---------    ------   -------   ---------   ------    -------   ---------
   <S>      <C>         <C>       <C>       <C>          <C>      <C>       <C>         <C>       <C>       <C>
   1          4,200     250,000   250,000     250,000     1,193     1,413       1,632    3,503      3,723       3,942
   2          8,610     250,000   250,000     250,000     4,268     4,925       5,609    6,917      7,575       8,259
   3         13,241     250,000   250,000     250,000     7,421     8,739      10,165   10,239     11,557      12,983
   4         18,103     250,000   250,000     250,000    10,478    12,683      15,165   13,463     15,668      18,151
   5         23,208     250,000   250,000     250,000    13,432    16,755      20,649   16,586     19,909      23,802

   6         28,558     250,000   250,000     250,000    16,285    20,960      26,664   19,607     24,281      29,986
   7         34,196     250,000   250,000     250,000    19,030    25,296      33,260   22,519     28,785      36,749
   8         40,106     250,000   250,000     250,000    21,657    29,759      40,488   25,315     33,416      44,145
   9         46,312     250,000   250,000     250,000    24,156    34,342      48,403   27,982     38,167      52,229
   10        52,827     250,000   250,000     250,000    26,512    39,036      57,068   30,506     43,030      61,061

   15        90,630     250,000   250,000     250,000    42,629    71,094     121,857   42,629     71,094     121,857
   20       138,877     250,000   250,000     250,000    52,318   104,698     221,528   52,318    104,698     221,528
   25       200,454     250,000   250,000     404,716    57,840   144,555     385,444   57,840    144,555     385,444
   30       279,043     250,000   250,000     682,701    55,344   192,069     650,191   55,344    192,069     650,191
   35       379,345     250,000   265,897   1,128,998    38,768   253,235   1,075,237   38,768    253,235   1,075,237
   40       507,359           *   334,109   1,779,823         *   330,801   1,762,201        *    330,801   1,762,201
   45       670,741           *   428,523   2,892,508         *   428,523   2,892,508        *    428,523   2,892,508
</TABLE>

<TABLE>
<CAPTION>
                                     INTERNAL RATE OF
           INTERNAL RATE OF           RETURN ON NET                 INTERNAL RATE OF
            RETURN ON CASH           SURRENDER VALUE                   RETURN ON
            VALUE ASSUMING               ASSUMING                    DEATH BENEFIT
             HYPOTHETICAL              HYPOTHETICAL              ASSUMING HYPOTHETICAL
             GROSS ANNUAL              GROSS ANNUAL                   GROSS ANNUAL
          RATE OF RETURN OF         RATE OF RETURN OF              RATE OF RETURN OF
        ----------------------   -------------------------   -------------------------------
          0%       6%      12%      0%        6%      12%       0%          6%        12%
        ------  ------   -----   -------   ------   ------   --------    --------   --------
   <S>  <C>      <C>     <C>      <C>      <C>      <C>      <C>         <C>        <C>
    1   -12.42   -6.94   -1.45    -70.17   -64.69   -59.20   6,150.00    6,150.00   6,150.00 
    2    -9.31   -3.59    2.14    -35.24   -28.29   -21.46     642.15      642.15     642.15 
    3    -7.73   -1.87    3.99    -22.18   -15.04    -8.07     258.47      258.47     258.47 
    4    -6.79   -0.84    5,11    -16.23    -9.08    -2.13     148.92      148.92     148.92 
    5    -6.18   -0.15    5.86    -12.99    -5.84     1.07     100.39      100.39     100.39 

    6    -5.75    0.33    6.40    -10.99    -3.86     3.02      73.77       73.77      73.77 
    7    -5.45    0.69    6.80     -9.67    -2.54     4.30      57.22       57.22      57.22 
    8    -5.23    0.96    7.12     -8.76    -1.62     5.21      46.06       46.06      46.06 
    9    -5.09    1.17    7.37     -8.11    -0.94     5.87      38.07       38.07      38.07 
   10    -4.99    1.32    7.57     -7.64    -0.44     6.37      32.11       32.11      32.11 

   15    -4.41    2.09    8.44     -4.41     2.09     8.44      16.46       16.46      16.46 
   20    -4.25    2.50    8.94     -4.25     2.50     8.94       9.93        9.93       9.93 
   25    -4.53    2.73    9.27     -4.53     2.73     9.27       6.48        6.48       9.58 
   30    -5.62    2.88    9.46     -5.62     2.88     9.46       4.39        4.39       9.70 
   35    -9.04    3.08    9.57     -9.04     3.08     9.57       3.02        3.32       9.77 
   40        *    3.26    9.64         *     3.26     9.64          *        3.31       9.68 
   45        *    3.42    9.72         *     3.42     9.72          *        3.42       9.72 
</TABLE>

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

The Hypothetical Investment Rates of Return Shown Above and Elsewhere in this
Prospectus Are Illustrative Only and Should Not Be Deemed A Representation of
Past or Future Investment Rates of Return. 
<PAGE>
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 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. 

                                       40
<PAGE>
                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                        MALE AND FEMALE BOTH ISSUE AGE 55
                   $4,000 ANNUAL PREMIUM FOR NON-SMOKER SELECT
                            $250,000 SPECIFIED AMOUNT
                         OPTION A - FIXED DEATH BENEFIT
                         CURRENT COST OF INSURANCE RATES

                                   [PU GRAPH]

                                       41
<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.) 

                             AVERAGE ANNUAL RETURNS
                           TWENTY YEAR HOLDING PERIODS

                                   [PU GRAPH]

   
* Source: (c) Stocks, Bonds, Bills and Inflation 1996 Yearbook, Ibbotson 
  Associates, Chicago (annually updates work by Roger G. Ibbotson and Rex A. 
  Sinquefield). Used with permission. All rights reserved. 
    

                               42           
<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 50 periods. 

   -- Common stock average annual returns exceeded the average annual rate of 
inflation in each of the 50 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% 
</TABLE>

- -------------------- 
   
Source: (c) Stocks, Bonds, Bills and Inflation 1996 Yearbook, Ibbotson 
Associates, Inc., Chicago (annually updates work by Roger G. Ibbotson and Rex 
A. Sinquefield). Used with permission. All rights reserved. 
    

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

   
             THE WRL FREEDOM WEALTH PROTECTOR/registered trademark/
                         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. 
<PAGE>
   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. 

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 

                                       43
<PAGE>
     Total Value of 87.5 shares /at sign/ $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 Wealth
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 the 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 Statements of operations for the years ended December 31, 
   1995, 1994 and 1993 

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

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

   Notes to Statutory-basis Financial Statements 

   Statutory-basis Financial Statement Schedules 

   
WRL00053-05/96 
    

                                       44
<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

                                      II-1
<PAGE>
the extent that the court of common pleas, or the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper;

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

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

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

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

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

               (c)    By the shareholders;

               (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-2
<PAGE>
                      (ii)  Reasonably cooperate with the corporation 
concerning the action, suit, or proceeding.

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

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

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

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

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

           SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

                                 ARTICLE EIGHTH

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

                                      II-3
<PAGE>
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)        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 and
                        the monthly death benefit guarantee charge is reasonable
                        in relation to the risks assumed under the Joint
                        Survivorship 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 charge and the monthly death
benefit guarantee charge in relation to the anticipated risks expected in this
regard to be experienced under the Policies. 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 45 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)    (a) Specimen Flexible Premium Variable Life Insurance
                            Policy (8)
                        (b) Joint Insured Term Rider (8)
                        (c) Individual Insured Rider (8)
                        (d) Wealth Protector Rider (8)
   
                        (e) 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)  (12)
    
                 (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) Application for Flexible Premium Variable Life Insurance
                      Policy (8) 
                 (11) Memorandum describing issuance, transfer and redemption 
                      procedures (9)

2.      See Exhibit 1.A.(5)

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

                                      II-7
<PAGE>
4.      No financial statement will be omitted from the Prospectus pursuant to
        Instruction 1(b) or (c) of Part I

5.      Not Applicable

6.      Opinion and consent of Alan Yaeger as to actuarial matters pertaining 
        to the securities being  registered (10)

   
7.      Consent of Thomas E. Pierpan, Esq. (12)

8.      Consent of Sutherland, Asbill & Brennan (13)

9.      Consent of Ernst & Young LLP (13)

10.     Consent of Price Waterhouse LLP (13)

11.     Powers of Attorney (12)
    
- ----------------------------------------
(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. 1 to 
        Form S-6 Registration Statement dated May 1, 1989 (File No. 33-24856)
        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 Form S-6 Registration Statement 
        dated September 20, 1993 (File No. 33-69138) and is incorporated herein
        by reference.

(9)     This exhibit was previously filed on Pre-Effective Amendment No. 1 to
        Form S-6 Registration Statement dated December 20, 1993 (File No.
        33-69138) and is incorporated herein by reference.

(10)    This exhibit was previously filed on Post-Effective Amendment No. 1 to
        Form S-6 Registration Statement dated February 22, 1994 (File No.
        33-69138) and is incorporated herein by reference.

(11)    This exhibit was previously filed on Post-Effective Amendment No. 3 to
        Form S-6 Registration Statement dated December 30, 1994 (File No.
        33-69138) and is incorporated herein by reference.

   
(12)    This exhibit was previously filed on Post-Effective Amendment No. 5 to 
        Form S-6 Registration Statement dated April 26, 1995 (File No. 33-69138)
        and is incorporated herein by reference.

(13)    To be filed by amendment.
    

                                      II-8
<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. 6 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. 6 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


/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



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