WRL SERIES LIFE ACCOUNT
497, 1997-01-02
Previous: WRL SERIES LIFE ACCOUNT, 497, 1997-01-02
Next: EATON VANCE MUNICIPALS TRUST, 497J, 1997-01-02



              WRL FREEDOM EQUITY PROTECTOR/REGISTERED TRADEMARK/ 
                             INDIVIDUAL FLEXIBLE 
                            PREMIUM VARIABLE LIFE 
                               INSURANCE POLICY 

                                  Issued by 
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO 
                             201 Highland Avenue 
                             Largo, Florida 33770 
                                (800) 851-9777 
                                (813) 585-6565 

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

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

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

   The assets of each Sub-Account of the Series Account will be invested 
solely in a corresponding Portfolio of the WRL Series Fund, Inc. (the 
"Fund"). The Prospectus for the Fund describes 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 Prospectus 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 A CURRENT PROSPECTUS 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 MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE WRL 
SERIES FUND, INC. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE 
REFERENCE. 
         Prospectus Dated May 1, 1996 as Supplemented January 1, 1997 

<PAGE>

                              TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                        PAGE 
                                                        ----
<S>                                                     <C>
DEFINITIONS ........................................       1 

INTRODUCTION .......................................       2 

INVESTMENT EXPERIENCE INFORMATION ..................       6 
 Rates of Return ...................................       6 
 Death Benefit, Cash Value and Net Surrender Value 
   Illustrations ...................................       6 
 Other Performance Data ............................      10 

WESTERN RESERVE AND THE 
SERIES ACCOUNT .....................................      11 
 Western Reserve Life Assurance Co. 
   of Ohio .........................................      11 
 The Series Account ................................      11 

POLICY BENEFITS ....................................      11 
 Death Benefit .....................................      11 
 When Insurance Coverage Takes Effect ..............      13 
 Terminal Illness Accelerated Death 
   Benefit Rider ...................................      14 
 Cash Value ........................................      14 

INVESTMENTS OF THE SERIES ACCOUNT ..................      15 
 WRL Series Fund, Inc. .............................      15 
 Addition, Deletion, or Substitution 
   of Investments ..................................      18 

PAYMENT AND ALLOCATION OF PREMIUMS .................      19 
 Issuance of a Policy ..............................      19 
 Premiums ..........................................      19 
 Allocation of Premiums and Cash Value .............      20 
 Dollar Cost Averaging .............................      21 
 Asset Rebalancing Program .........................      21 
 Policy Lapse and Reinstatement ....................      22 

CHARGES AND DEDUCTIONS .............................      22 
 Premium Expense Charges ...........................      22 
 Contingent Surrender Charges ......................      23 
 Cash Value Charges ................................      24 
 Optional Cash Value Charges .......................      25 
 Charges Against the Series Account ................      25 
 Expenses of the Fund ..............................      25 
 Group or Sponsored Arrangements ...................      26 
 Protector Plus Program(sm) ........................      26 

POLICY RIGHTS ......................................      27 
 Loan Privileges ...................................      27 
 Surrender Privileges ..............................      28 
 Examination of Policy Privilege ("Free-Look")  ....      29 
 Conversion Rights .................................      29 
 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 .......................      30 

THE FIXED ACCOUNT ..................................      31 
 Fixed Account Value ...............................      32 
 Minimum Guaranteed and Current 
   Interest Rates ..................................      32 
 Allocations, Transfers and Withdrawals ............      32 

DISTRIBUTION OF THE POLICIES .......................      32 

FEDERAL TAX MATTERS ................................      33 
 Introduction ......................................      33 
 Tax Charges .......................................      33 
 Tax Status of the Policy ..........................      33 
 Tax Treatment of Policy Benefits ..................      34 
 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 

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 
</TABLE>

             The Policy is not available in the State of New York 

                                        i

<PAGE>
                                 DEFINITIONS 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   PORTFOLIO -- A separate investment portfolio of the Fund. 

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

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

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

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

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

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

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

                                        1

<PAGE>

                                 INTRODUCTION 

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

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

      The Policy differs from conventional fixed-benefit life insurance by 
    allowing Policyowners to allocate Net Premiums to one or more 
    Sub-Accounts of the Series Account, or to the Fixed Account, or to a 
    combination of both. (For Policies issued in New Jersey, the Fixed 
    Account is not available for allocation of Net Premiums.) Each 
    Sub-Account invests in a designated Portfolio of the Fund. The amount 
    and/or duration of the life insurance coverage and the Cash Value of the 
    Policy are not guaranteed and may increase or decrease depending upon the 
    investment experience of the Sub-Accounts. Accordingly, the Policyowner 
    bears the investment risk of any depreciation in value of the underlying 
    assets of the Series Account but reaps the benefits of any appreciation 
    in value. (See Allocation of Premiums and Cash Value - Allocation of Net 
    Premiums, p. 20.) Unlike conventional fixed-benefit life insurance, a 
    Policyowner also has the flexibility, subject to certain restrictions 
    (see Premiums - Premium Limitations, p. 19), to vary the frequency and 
    amount of premium payments and to adjust the death benefits payable under 
    the Policy by increasing or decreasing the Specified Amount. Thus, unlike 
    conventional fixed-benefit life insurance, the Policy does not require a 
    Policyowner to adhere to a fixed premium schedule. Moreover, the failure 
    to pay a scheduled premium ("Planned Periodic Premium") will not itself 
    cause the Policy to Lapse, although additional premium payments may be 
    necessary to prevent Lapse if Net Surrender Value is insufficient to pay 
    certain monthly charges, and a grace period expires without a sufficient 
    payment. (See Policy Lapse and Reinstatement - Lapse, p. 22.) 

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

      The Policy provides the payment of benefits upon the death of the 
    Insured. The Policy contains two death benefit options. Under Death 
    Benefit Option A, the death benefit is the greater of the Specified 
    Amount of the Policy or a specified percentage times the Cash Value of 
    the Policy on the date of death of the Insured. Under Death Benefit 
    Option B, the death benefit is the greater of the Specified Amount of the 
    Policy plus the Cash Value of the Policy on the date of death of the 
    Insured or a specified percentage times the Cash Value of the Policy on 
    the date of death of the Insured. As long as the Policy remains In Force, 
    the minimum death benefit payable under either option will be the current 
    Specified Amount. The amount of death benefit will be reduced by any 
    outstanding indebtedness and any due and unpaid charges, and increased by 
    any additional insurance benefits added by rider and any unearned loan 
    interest. Under Western Reserve's current rules, the minimum Specified 
    Amount for a Policy at issue is generally $50,000, declining to $25,000 
    after age 45. The minimum Specified Amount will be set forth in the 
    Policyowner's Policy. (See Policy Benefits - Death Benefit, p. 11.) 

      Optional insurance benefits offered under the Policy include a 
    Children's Insurance Rider; an Other Insured Rider; an Accidental Death 
    Benefit Rider; an Option to Increase Specified Amount Rider; a Disability 
    Waiver Rider; a Disability Waiver and Income Rider; and Primary Insured 
    Riders. (See Optional Cash Value Charges - Optional Insurance Benefits, p. 
    25.) 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. 24.) 

      A Terminal Illness Accelerated Death Benefit Rider is automatically 
    included with every Policy at no additional charge. This rider makes a 
    "Single Sum Benefit" available prior to the Insured's death if the 
    Insured has incurred a condition resulting from illness which, as 
    determined by a Physician, has reduced the Insured's life expectancy as 
    defined in the rider. (See Policy Benefits - Terminal Illness Accelerated 
    Death Benefit Rider, p. 14.) 

      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. 29.) 

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

      Under either death benefit option, as long as the Policy remains In 
    Force, the death benefit will not be less than the current Specified 
    Amount of the Policy. The amount of death benefit will be reduced by any 
    outstanding indebtedness and any due and unpaid charges. The death 
    benefit may, however, exceed the Specified Amount under certain 
    circumstances. The amount by which the death benefit exceeds the 
    Specified Amount depends upon the option chosen and the Cash Value of the 
    Policy. (See Policy Benefits - Death Benefit, p. 11.) 

      The Policy's Cash Value in the Series Account will reflect the amount 
    and frequency of premium payments, the investment experience of the 
    chosen Sub-Accounts of the Series Account, any cash withdrawals, and any 
    charges imposed in connection with the Policy. The entire investment risk 
    for amounts allocated to the Series Account is borne by the Policyowner; 
    Western Reserve does not guarantee a minimum Cash Value. (See Policy 
    Benefits - Cash Value, p. 14.) 

                                        2

<PAGE>

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

      The Policyowner has significant flexibility to adjust the death benefit 
    payable by changing the Death Benefit Option type, and by increasing or 
    decreasing the Specified Amount of the Policy or adding riders to 
    increase the total death benefit payable. No change in the Death Benefit 
    Option type may be made during the first three Policy years. The 
    Policyowner may change the death benefit option only once each Policy 
    year after the third Policy year. (See Death Benefit - Change in Death 
    Benefit Option, p. 12.) No increase in the Specified Amount may be 
    requested during the first Policy year nor on or after the Insured's 
    Attained Age 75, and no decrease may be requested during the first three 
    Policy years. Any increase in the Specified Amount will require 
    additional evidence of insurability satisfactory to Western Reserve (see 
    Policy Benefits - Death Benefit, p. 11), and will result in additional 
    charges. (See Cash Value Charges - Cost of Insurance, p. 24.) 

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

      A Policyowner has considerable flexibility concerning the amount and 
    frequency of premium payments. Western Reserve will require the 
    Policyowner to pay an Initial Premium at least equal to a minimum monthly 
    first year premium set forth in the Policy before insurance coverage is 
    In Force. 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. 19.) Each Policyowner will also 
    determine a Planned Periodic Premium schedule. The schedule will provide 
    a premium payment of a level amount at a fixed interval over a specified 
    period of time. The amount and frequency of Planned Periodic Premium 
    payments will be prescribed in the Policy. The amount and frequency of 
    Planned Periodic Premium payments may be changed upon written request. 
    (See Premiums - Planned Periodic Premiums, p. 19.) 

6.  HOW LONG WILL THE POLICY REMAIN IN FORCE? 

      The Policy will Lapse only when Net Surrender Value is insufficient to 
    pay the monthly deduction (see Charges and Deductions - Cash Value 
    Charges, p. 24), and a grace period expires without a sufficient payment 
    by the Policyowner. (See Loan Privileges - Indebtedness, p. 28.) However, 
    during the first three Policy years, the Policy will remain In Force and 
    no grace period will begin provided there is no increase in the Specified 
    Amount or addition of any riders, and the total premiums received (minus 
    any withdrawals and minus any outstanding loans) equal or exceed the 
    minimum monthly guarantee premium shown in the Policy times the number of 
    months since the Policy Date, including the current month. The Policy, 
    therefore, differs in two important respects from a conventional life 
    insurance policy. First, the failure to pay a Planned Periodic Premium 
    will not automatically cause the Policy to Lapse. Second, the Policy can 
    lapse even if Planned Periodic Premiums or premiums in other amounts have 
    been paid, if Net Surrender Value is insufficient to pay certain monthly 
    charges, and a grace period expires without a sufficient payment. Such a 
    Lapse could happen if the investment experience has been sufficiently 
    unfavorable to have resulted in a decrease in the Net Surrender Value, or 
    the Net Surrender Value has decreased because not enough premiums have 
    been paid to offset the monthly charges. If the Insured is alive and the 
    Policy is In Force on the Maturity Date, which is the Insured's 95th 
    birthday, the Policy will then terminate and no longer be In Force, 
    unless Western Reserve is willing to extend the Maturity Date and there 
    are no unfavorable tax consequences. The Net Surrender Value as of the 
    Maturity Date will be paid to the Policyowner. 

7.  HOW ARE NET PREMIUMS ALLOCATED? 

      The portion of the premium available for allocation ("Net Premium") 
    equals the premium paid less the premium expense charges. (See Charges 
    and Deductions - Premium Expense Charges, p. 22.) The Policyowner 
    initially determines the allocation of the Net Premium among the 
    Sub-Accounts of the Series Account, each of which invests in shares of a 
    designated Portfolio of the Fund, or to the Fixed Account, or a 
    combination. (For Policies issued in New Jersey, the Fixed Account is not 
    available for allocation of Net Premiums.) Each Portfolio has a different 
    investment objective. (See Investments of the Series Account - WRL Series 
    Fund, Inc., p. 15.) The allocation of future Net Premiums may be changed 
    without charge at any time by providing Western Reserve with written 
    notification from the Policyowner, or by calling Western Reserve's 
    toll-free number, 1-800-851-9777. 

      Subject to certain restrictions, a Policyowner may transfer Cash Value
    among the Sub-Accounts of the Series Account or from the Sub-Accounts to the
    Fixed Account. Transfers may also be made from the Fixed Account to the
    Sub-Accounts subject to certain restrictions. (For Policies issued in New
    Jersey, the Fixed Account is not available for transfers of Cash Value from
    the Sub-Accounts.) The transfer will be effective on the first Valuation
    Date on or following the day appropriate notice of such transfer is received
    at the Office of Western Reserve. (See Allocation of Premiums and Cash Value
    - Transfers, p. 20 and The Fixed Account - Allocations, Transfers and
    Withdrawals, p. 32.)

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

      Yes, the Policy provides a free-look period. The Policyowner may cancel 
    the Policy within 10 days after the Policyowner receives it, or 10 days 
    after Western Reserve mails or delivers a written notice of withdrawal 

                                        3

<PAGE>

    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. 29.) 

9.  MAY THE POLICY BE SURRENDERED? 

      Yes, the Policyowner may totally surrender the Policy at any time and 
    receive the Net Surrender Value of the Policy. Subject to certain 
    limitations, the Policyowner may also make cash withdrawals from the 
    Policy at any time after the first Policy year and prior to the Maturity 
    Date. (See Policy Rights - Surrender Privileges, p. 28.) If Death Benefit 
    Option A is in effect, cash withdrawals will reduce the Policy's 
    Specified Amount by the amount of the cash withdrawal. 

10. WHAT IS THE LOAN PRIVILEGE? 

      After the first Policy Anniversary, a Policyowner may obtain a Policy 
    loan in any amount which is not greater than 90% of the Cash Value less 
    any surrender charge and any already outstanding loan. Western Reserve 
    reserves the right to permit a Policy Loan prior to the first Policy 
    Anniversary for Policies issued pursuant to a transfer of cash values 
    from another life insurance policy, or an annuity contract, under Section 
    1035(a) of the Internal Revenue Code of 1986, as amended. It should be 
    noted, however, that a loan taken from, or secured by, a Policy may be 
    treated as a taxable distribution, and also may be subject to a penalty 
    tax. (See Federal Tax Matters, p. 33.) 

      For Policies issued prior to May 1, 1994, the interest rate charged on 
    Policy loans is at the rate of 7.4% payable annually in advance. For 
    Policies issued on or after May 1, 1994, the interest rate on a Policy 
    loan is 5.2% payable annually in advance in all states. For the following 
    states, the interest rate on a Policy loan is 7.4% for all Policies 
    issued prior to, and 5.2% for Policies issued on or after, the date 
    indicated: Idaho - May 24, 1994, Montana - May 20, 1994, Rhode Island - May
    19, 1994, Oregon - June 27, 1994, Minnesota - December 28, 1994, Vermont 
    - February 21, 1996. The requested loan amount, plus interest in advance, 
    will be transferred from the Accounts to the Loan Reserve and credited at 
    the end of each Policy year with guaranteed interest at a rate of 4% per 
    year. Western Reserve may from time to time, and in its sole discretion, 
    credit the Loan Reserve with additional interest at a rate higher than 4% 
    per year. The Loan Reserve is currently credited with a rate higher than 
    4% per year. The minimum loan amount is generally $500. (See Policy 
    Rights - Loan Privileges, p. 27.) 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. 31.) 

      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. 34.) 

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

      Certain charges are deducted from each premium. A sales charge equal to 
    3.5% of the premiums paid through the end of the tenth Policy year is 
    deducted to compensate Western Reserve for distribution expenses incurred 
    in connection with the Policy. A charge of 2.5% of each premium payment 
    is deducted to compensate Western Reserve for premium taxes imposed by 
    various states. In addition, $2.00 per premium payment is deducted to 
    compensate Western Reserve for costs associated with premium collections. 
    (See Charges and Deductions - Premium Expense Charges, p. 22.) 

      A "surrender charge" (part of which is a contingent deferred sales 
    charge) is deducted if the Policy is surrendered during the first 15 
    Policy years. An additional "surrender charge" is deducted in connection 
    with any increase in Specified Amount if the Policy is surrendered during 
    the 15 years after the increase. The surrender charge and the additional 
    surrender charge both consist of a deferred issue charge of $5.00 per 
    $1,000 of Specified Amount; the surrender charge also consists of a 
    deferred sales charge equal to 26.5% of one Guideline Premium and not 
    more than 4.2% of premiums above that amount. A declining percentage of 
    the surrender charge is assessed after the tenth year. (See Charges and 
    Deductions - Contingent Surrender Charges, p. 23.) 

      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. 25.)

      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. Effective January 1, 
    1997, the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 
    under the 1940 Act ("Distribution Plan") and pursuant to the Plan, has 
    entered into a Distribution Agreement with InterSecurities, Inc. ("ISI"), 
    principal underwriter for the Fund. 

      Under the Distribution Plan, the Fund, on behalf of the Portfolios, is 
    authorized to pay to various service 

                                        4

<PAGE>

    providers, as direct payment for expenses incurred in connection with the 
    distribution of a Portfolio's shares, amounts equal to actual expenses 
    associated with distributing a Portfolio's shares, up to a maximum rate 
    of 0.15% (fifteen one-hundreths of one percent) on an annualized basis of 
    the average daily net assets. This fee is measured and accrued daily and 
    paid monthly. ISI has determined that it will not seek payment by the 
    Fund of distribution expenses with respect to any Portfolio during the 
    fiscal year ending December 31, 1997. Prior to ISI's seeking 
    reimbursement, Policyowners will be notified in advance. In addition, the 
    Portfolios incur certain operating expenses. (See Investments of the 
    Series Account - WRL Series Fund, Inc., p. 15.) 

      Cost of insurance charges and a $5.00 monthly administration charge, 
    are deducted monthly from the Cash Value of each Policy to compensate 
    Western Reserve for the cost of insurance and the cost of administering 
    the Policy. (See Charges and Deductions - Cash Value Charges, p. 24.) 

      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. 25.) 

      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. 33.) 

12. ARE TRANSFERS PERMITTED AMONG THE ACCOUNTS? 

      Yes. A Policyowner may transfer Cash Value among the Sub-Accounts of 
    the Series Account or from the Sub-Accounts to the Fixed Account. 
    Transfers may also be made from the Fixed Account to the Sub-Accounts 
    subject to certain restrictions. (For Policies issued in New Jersey, the 
    Fixed Account is not available for transfers of Cash Value from the 
    Sub-Accounts.) (See the Fixed Account - Allocations, Transfers and 
    Withdrawals, p. 32.) Twelve Cash Value transfers are permitted without 
    charge in a Policy year. Each additional transfer will be subject to a 
    transfer charge of $10. This charge will not be increased. Certain 
    restrictions apply to transfers from the Fixed Account. Western Reserve 
    may at any time revoke or modify the transfer privilege. (See Payment and 
    Allocation of Premiums - Allocation of Premiums and Cash Value - Transfers,
    p. 20.) 

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

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

      A Policy may be treated as a "modified endowment contract" depending 
    upon the amount of premiums paid in relation to the death benefit. (See 
    Tax Treatment of Policy Benefits - Modified Endowment Contracts, p. 34.) 
    If the Policy is a modified endowment contract, then all pre-death 
    distributions, including Policy loans and loans secured by a Policy, will 
    be treated first as a distribution of taxable income to the extent of any 
    gain and then as a return of basis or investment in the contract. In 
    addition, prior to age 59-1/2 any distributions of gains generally will 
    be subject to a 10% penalty tax. 

      If the Policy is not a modified endowment contract, distributions
    generally will be treated first as a return of basis or investment in the
    contract and then as disbursing taxable income. Moreover, loans and loans
    secured

                                        5

<PAGE>

    by a Policy will not be treated as distributions. Finally, neither 
    distributions nor loans from a Policy that is not a modified endowment 
    contract are subject to the 10% penalty tax. For further elaboration on 
    the tax consequences of a Policy, see Federal Tax Matters, p. 33. 

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

RATES OF RETURN 

   The rates of return shown below are based on the actual investment 
performance, as described above, after the deduction of investment management 
fees and direct Fund expenses, of the Portfolios of the Fund. The rates are 
average annual compounded rates of return for the periods ended on December 
31, 1995. (See Investments of the Series Account - WRL Series Fund, Inc., p. 
15.) 

   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. 22; Contingent Surrender Charges, p. 23; and 
Cash Value Charges, p. 24.) Accordingly, these rates of return do not 
illustrate how actual investment performance will affect benefits under the 
Policies. (See, however, Death Benefit, Cash Value and Net Surrender Value 
Illustrations, p. 6.) Moreover, these rates of return are not an estimate, 
projection or guarantee of future performance. 

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

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

<TABLE>
<CAPTION>
 FUND PORTFOLIO        INCEPTION*     5 YEARS     3 YEARS     1 YEAR 
- ---------------      -------------  ----------   ----------  ---------
<S>                  <C>            <C>          <C>         <C>
Growth                   17.63%         18.06%     11.94%     47.12% 
Global                   18.67%            N/A     18.55%     23.06% 
Bond                      8.48%         10.50%      9.08%     22.99% 
Short-to-Immediate 
  Government              5.75%            N/A      5.74%     13.54% 
Money Market              4.98%          3.91%      3.76%      5.40% 
Emerging Growth          20.48%            N/A        N/A     46.79% 
Equity-Income            12.79%            N/A        N/A     24.66% 
Aggressive Growth        18.37%            N/A        N/A     38.02% 
Balanced                  6.85%            N/A        N/A     19.80% 
Utility                  10.20%            N/A        N/A     25.25% 
Tactical Asset 
  Allocation             20.09%            N/A        N/A        N/A 
C.A.S.E Growth           20.65%            N/A        N/A        N/A 
Standard & Poor's 
  Index of 500 
  Common Stocks          14.68%         16.59%     15.34%     37.58% 
<FN>

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

Because the Value Equity, U.S. Equity and International Equity Portfolios had 
not yet commenced operations as of December 31, 1995, the above chart does 
not reflect rates of return for these Portfolios. 

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

DEATH BENEFIT, CASH VALUE AND NET SURRENDER VALUE ILLUSTRATIONS 

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

                                        6

<PAGE>

   The illustrations show Option A based on the payment of annual premiums of 
$2,000 at the beginning of each Policy year, and a Specified Amount of 
$165,000 for a male age 35. The illustrations assume that the Insured is 
placed in Western Reserve's non-smoker Ultimate Select underwriting rate 
class. (See Cash Value Charges - Cost of Insurance, p. 24.) The illustrations 
also assume that the Policy's entire Cash Value is allocated to the 
Sub-Account corresponding to the Portfolio shown. 

   The amounts shown for death benefits, Cash Values and Net Surrender Values 
take into account all charges and deductions from the Policy, the Series 
Account and the Fund (see Charges and Deductions - Premium Expense Charges, p. 
22, Charges Against the Series Account, p. 25, and Investments of the Series 
Account - WRL Series Fund, Inc., p. 15). 

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

   This Prospectus also contains illustrations based on assumed rates of 
return. See Appendix A, pages 38-41. 

   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. 


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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>         <C>             <C>          <C>
1988 .............................    $ 1,743      $ 1,730       $   464       $   450 
1989* ............................      3,826        3,794         2,462         2,431 
1990* ............................      8,027        7,962         6,580         6,515 
1991* ............................      9,265        9,187         7,734         7,656 
1992* ............................     17,291       17,144        15,675        15,529 
1993* ............................     19,055       18,890        17,356        17,191 
1994* ............................     21,031       20,840        19,248        19,057 
1995* ............................     20,410       20,210        18,542        18,342 
1996* ............................     31,990       31,643        30,038        29,692 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1988 .............................   $ 1,470        $1,458        $  191       $  178 
1989* ............................     3,207         3,178         1,843        1,815 
1990* ............................     5,457         5,409         4,009        3,961 
1991* ............................     7,408         7,341         5,877        5,809 
1992* ............................    10,369        10,272         8,753        8,657 
1993* ............................    12,723        12,602        11,023       10,902 
1994* ............................    15,780        15,621        13,997       13,838 
1995* ............................    15,960        15,785        14,092       13,918 
1996* ............................    21,264        20,999        19,313       19,047 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

                                        7

<PAGE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1988 .............................   $  1,645      $ 1,632       $   366       $   352 
1989* ............................      3,370        3,341         2,007         1,978 
1990* ............................      5,266        5,220         3,818         3,772 
1991* ............................      7,233        7,167         5,701         5,636 
1992* ............................      9,120        9,034         7,504         7,419 
1993* ............................     10,845       10,740         9,145         9,040 
1994* ............................     12,500       12,370        10,716        10,586 
1995* ............................     14,318       14,156        12,451        12,288 
1996* ............................     16,477       16,258        14,525        14,306 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1994 .............................    $2,132        $2,117        $  853       $  837 
1995* ............................     3,667         3,637         2,303        2,274 
1996* ............................     6,379         6,327         4,932        4,879 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1994 .............................    $1,613        $1,599        $  333       $  320 
1995* ............................     3,118         3,091         1,755        1,727 
1996* ............................     5,254         5,208         3,806        3,760 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

                                        8

<PAGE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1995 .............................    $1,423        $1,411        $  144       $  131 
1996* ............................     4,396         4,360         3,033        2,997 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1995 .............................    $1,541        $1,528        $  262       $  249 
1996* ............................     3,853         3,821         2,490        2,458 
<FN>
*   For each year shown, benefits and values reflect only premiums paid during
    previous Policy years.
</FN>
</TABLE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1996 .............................    $2,186        $2,171         $907         $891 
</TABLE>

                                        9

<PAGE>

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

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

<TABLE>
<CAPTION>
                                           CASH VALUE              NET SURRENDER VALUE
                                    --------------------------  ------------------------
POLICY ANNIVERSARY ON JANUARY 1 OF   CURRENT      GUARANTEED      CURRENT     GUARANTEED 
- ----------------------------------  ----------   -------------  ----------   -----------
<S>                                 <C>          <C>            <C>          <C>
1996 .............................    $1,876        $1,862         $597         $582 
</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 .............................    $1,969        $1,954         $689         $675 
</TABLE>

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

OTHER PERFORMANCE DATA 

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

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

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

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

                                       10

<PAGE>

                    WESTERN RESERVE AND THE SERIES ACCOUNT 

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO 

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

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

THE SERIES ACCOUNT 

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

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

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

                               POLICY BENEFITS 

DEATH BENEFIT 

   Policyowners designate in the initial application one of two death benefit 
options offered under the Policy: Death Benefit Option A ("Option A") and 
Death Benefit Option B ("Option B"). As long as the Policy remains In Force, 
(see Policy Lapse and Reinstatement - Lapse, p. 22), Western Reserve will, 
upon receiving due proof of the Insured's death, pay the death benefit 
proceeds of a Policy to the named Beneficiary in accordance with the 
designated death benefit option. The amount of the death benefit proceeds 
payable will be determined at the end of the Valuation Period during which 
the Insured dies. The proceeds may be paid in a lump sum or under one or more 
of the settlement options set forth in the Policy. (See Payments of Policy 
Benefits - Settlement Options, p. 29.) Western Reserve guarantees that as long 
as the Policy remains In Force (see Policy Lapse and Reinstatement - Lapse, p. 
22), the death benefit proceeds under either option will never be less than 
the Specified Amount of the Policy, but the proceeds will be reduced by any 
outstanding indebtedness and any due and unpaid charges. These proceeds will 
be increased by any additional insurance In Force provided by rider and any 
unearned loan interest. 

   OPTION A. The death benefit is the greater of the Specified Amount of the 
Policy or the applicable percentage (the "limitation percentage") times the 
Cash Value on the date of death. The limitation percentage is 250% for an 
Insured age 40 or below on the Policy Anniversary prior to the date of death. 
For an Insured with an Attained Age over 40 on a Policy Anniversary, the 
percentage declines as shown in the following Limitation Percentage Table. 
Accordingly, under Option A the death benefit will remain level unless the 
limitation percentage times the Cash Value exceeds the Specified Amount, in 
which case the amount of the death benefit will vary as the Cash Value 
varies. 

   ILLUSTRATION OF OPTION A. For purposes of this illustration, assume that 
the Insured's Attained Age is under 40 and that there is no outstanding 
indebtedness. Under Option A, a Policy with a $50,000 Specified Amount will 
generally pay $50,000 in death benefits. However, because the death benefit 
must be equal to or be greater than 250% of Cash Value, any time the Cash 
Value of the Policy exceeds $20,000, the death benefit will exceed the 
$50,000 Specified Amount. Each additional dollar added to Cash Value above 
$20,000 will increase the death benefit by $2.50. 

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

                                       11

<PAGE>

$2.50. If at any time, however, the Cash Value multiplied by the limitation 
percentage is less than the Specified Amount, the death benefit will equal 
the Specified Amount of the Policy. 

                         LIMITATION PERCENTAGE TABLE 

  ATTAINED AGE                                   PER YEAR 
   OF INSURED                     LESS           OVER AGE 
   ----------                     ----           -------- 
under 40 ........  250%                                   
41 - 45  ........  250%            7%               40    
46 - 50  ........  215%            6%               45    
51 - 55  ........  185%            7%               50    
56 - 60  ........  150%            4%               55    
61 - 65  ........  130%            2%               60    
66 - 70  ........  120%            1%               65    
71 - 75  ........  115%            2%               70    
76 - 90  ........  105%            0%               75    
91 - 95  ........  105%            1%               90    
                                                 
   OPTION B. The death benefit is equal to the greater of the Specified 
Amount plus the Cash Value of the Policy or the limitation percentage times 
the Cash Value on or prior to the date of death. The applicable percentage is 
250% for an Insured age 40 or below on the Policy Anniversary prior to the 
date of death. For Insureds with an Attained Age over 40 on a Policy 
Anniversary, the percentage declines as shown in the Limitation Percentage 
Table above. Accordingly, under Option B the amount of the death benefit will 
always vary as the Cash Value varies. 

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

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

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

   CHANGE IN DEATH BENEFIT OPTION. Generally, the death benefit option in 
effect may be changed by the Policyowner once each Policy year after the 
third Policy year by sending Western Reserve a written request for change. A 
change in death benefit option may have Federal income tax consequences. (See 
Federal Tax Matters, p. 33.) 

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

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

   CORRIDOR PERCENTAGE. If, pursuant to requirements of the Internal Revenue 
Code of 1986, as amended, the death benefit under a Policy is determined by 
reference to the limitation percentages discussed above, the Policy is 
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. 24.) 

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

   (a) A decrease in the Specified Amount will, subject to the limitation 
       percentage (see Policy Benefits - Death Benefit, p. 11), in general 
       decrease the insurance protection and the charges under the Policy 
       without reducing the Cash Value. 

                                       12

<PAGE>

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

   (c) A cash withdrawal will reduce the death benefit. (See Surrender 
       Privileges - Cash Withdrawals, p. 28.) However, it has no effect on the 
       amount of pure insurance protection and charges under the Policy, 
       unless the death benefit payable is governed by the limitation 
       percentages. 

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

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

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

   CHANGE IN SPECIFIED AMOUNT. Subject to certain limitations, a Policyowner 
may increase or decrease the Specified Amount of a Policy. Western Reserve 
reserves the right to limit changes to once each Policy year. A change in 
Specified Amount may affect the net amount at risk, which may affect a 
Policyowner's cost of insurance charge. (See Cash Value Charges - Cost of 
Insurance, p. 24.) A change in Specified Amount could also have Federal 
income tax consequences. (See Federal Tax Matters, p. 33.) 

   DECREASES. Any decrease in the Specified Amount will become effective on 
the Monthly Anniversary date on or following receipt of a written request 
from the Policyowner by Western Reserve. No requested decrease in the 
Specified Amount will be permitted during the first three Policy years. The 
Specified Amount remaining In Force after any requested decrease may not be 
less than the minimum Specified Amount set forth in the Policy. Western 
Reserve reserves the right to limit any decrease to no more than 20% of the 
Specified Amount immediately prior to the decrease. If, following the 
decrease in Specified Amount, the Policy would not comply with the maximum 
premium limitations required by Federal tax law (see Premiums - Premium 
Limitations, p. 19), the decrease may be limited to the extent necessary to 
meet these requirements. 

   INCREASES. For an increase in the Specified Amount, written application 
must be submitted. Western Reserve will also require that additional evidence 
of insurability be submitted. Western Reserve reserves the right to decline 
any increase request. Any increase will become effective on the effective 
date shown on an endorsement to the Policy. The effective date of the 
increase will be the Monthly Anniversary on or following written approval of 
the increase by Western Reserve. No increase in the Specified Amount will be 
permitted during the first Policy year or on or after the Insured's Attained 
Age of 75. Under Western Reserve's current rules, the increase may not be 
less than $10,000. An increase need not be accompanied by an additional 
premium, but there must be sufficient Net Surrender Value to cover the next 
monthly deduction after the increase becomes effective. (See Charges and 
Deductions - Optional Cash Value Charges, p. 25.) 

   HOW THE DURATION OF THE POLICY MAY VARY. The duration of the Policy 
depends upon the Net Surrender Value. The Policy will remain In Force until 
maturity so long as the Net Surrender Value is sufficient to pay the monthly 
deduction. (See Charges and Deductions - Cash Value Charges, p. 25.) Where, 
however, Net Surrender Value is insufficient to pay the monthly deduction, 
and a grace period expires without an adequate payment by the Policyowner, 
the Policy will Lapse and terminate without value, except during the first 
three Policy years in certain circumstances. (See Policy Lapse and 
Reinstatement - Lapse, p. 22.) 

WHEN INSURANCE COVERAGE TAKES EFFECT 

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

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

                                       13

<PAGE>

   AMOUNT OF CONDITIONAL LIFE INSURANCE COVERAGE. If conditional insurance 
coverage becomes effective under the terms of the conditional receipt, then 
the amount of conditional life insurance coverage on any person proposed for 
insurance is the lesser of: (a) the amount of life insurance applied for on 
such person, or (b) $300,000 reduced by the amounts payable under all other 
life insurance or accidental death benefits then in force or pending with 
Western Reserve. 

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

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

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER 

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

   (a) the Death Benefit in effect on the date the Single Sum Benefit is 
       paid; multiplied by 
   (b) the Election Percentage; divided by 
   (c) 1 + i, where i equals the greater of (A) and (B) on the date the 
       Single Sum Benefit is paid. (A) equals the interest rate determined 
       under Internal Revenue Code section 846(c)(2), as it may be amended 
       from time to time; and (B) equals the Policy Loan Interest Rate. 
   minus 
   (d) Indebtedness, if any, at the time the Single Sum Benefit is paid, 
       multiplied by the Election Percentage. 

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

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

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

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

CASH VALUE 

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

   NET SURRENDER VALUE. A Policyowner may at any time surrender the Policy 
and receive the Policy's Net Surrender Value. (See Policy Rights - Surrender 
Privileges, p. 28.) The Net Surrender Value as of any date is equal to: 

   (1) the Cash Value as of such date; minus 
   (2) any surrender charge as of such date (as described on p. 30); minus 
   (3) any outstanding Policy loan; plus 
   (4) any unearned loan interest. 

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

                                       14

<PAGE>

Series Account will equal the portion of any Net Premium allocated to the 
Sub-Account, reduced by the portion of the first monthly deduction allocated 
to that Sub-Account. (See Payment and Allocation of Premiums - Allocation of 
Premiums and Cash Value, p. 20.) Thereafter, on each Valuation Date, the 
Policy's value in a Sub-Account of the Series Account will equal: 

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

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

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

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

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

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

   The Policy's total value in the Series Account equals the sum of the 
Policy's value in each Sub-Account. (For a description of how the values of 
the Fixed Account are calculated, see The Fixed Account - Fixed Account Value, 
p. 32.) 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. 25.) 

   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, Value Equity Portfolio, U.S. 
Equity Portfolio and International 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 Prospectus for the Fund which should be read 
carefully. 

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

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

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

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

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

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

                                       15

<PAGE>

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. 

   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. 

   INTERNATIONAL EQUITY PORTFOLIO: This Portfolio seeks long-term growth of 
capital by investing primarily in the common stock of foreign issuers traded 
on overseas exchanges and in foreign over-the-counter markets. 

   U.S. EQUITY PORTFOLIO: This Portfolio seeks long-term growth of capital by 
investing primarily in equity securities of U.S. companies. 

   WRL Investment Management, Inc. ("WRL Management"), located at 201 
Highland Avenue, Largo, FL 33770, a wholly-owned subsidiary of 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, 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 over $40 billion as of October 1, 1996. WRL Management and Janus 
will divide equally monthly compensation at current annual rates of 0.50% of 
the aggregate average daily net assets of the Bond Portfolio and 0.80% of the 
aggregate average daily net assets each of the Growth Portfolio and Global 
Portfolio. 

   AEGON USA Investment Management, Inc. ("AEGON Management") is sub-adviser 
to the Short-to-Intermediate Government and the Balanced Portfolios of the 
Fund. AEGON Management, located at 4333 Edgewood Road, N.E., Cedar Rapids, 
Iowa 52499, is a wholly-owned subsidiary of AEGON and thus is an affiliate of 
Western Reserve. AEGON Management also serves as sub-adviser to the two bond 
portfolios of IDEX Series Fund. AEGON Management also manages the general 
account investment portfolios of the life insurance subsidiaries of AEGON 
which had in excess of $22.6 billion under management as of January 1, 1996. 
WRL Management 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 WRL Management on 
behalf of the Short-to-Intermediate Government and the Balanced Portfolios 
pursuant to any expense limitation or other reimbursement. 

   Van Kampen American Capital Asset Management, Inc. ("Van Kampen American 
Capital") is sub-adviser to the Emerging Growth Portfolio of the Fund. Van 
Kampen American Capital, located at One Parkview Plaza, Oakbrook Terrace, 
Illinois 60181, is an indirect wholly-owned subsidiary of VK/AC Holding, Inc. 
("VK/AC Holding"). VK/AC Holding is a wholly-owned subsidiary of MSAM 
Holdings II, Inc., which, in turn, is a wholly-owned subsidiary of Morgan 
Stanley Group, Inc. WRL Management 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 WRL Management on behalf of the Emerging Growth Portfolio pursuant to 
any expense limitation or other reimbursement. 

   Luther King Capital Management Corporation ("Luther King"), located at 301 
Commerce Street, Suite 1600, Fort Worth, Texas, 76102, is sub-adviser to the 
Equity-Income Portfolio of the Fund. Ultimate control of Luther King is 
exercised by J. Luther King, Jr. Luther King is a registered investment 
adviser and provides investment management services to accounts of individual 
investors, mutual funds and other institutional investors. Luther King has 
served as an investment adviser for approximately 17 years; as of March 1, 
1996, the total assets managed by Luther King exceeded $4.5 billion. WRL 
Management 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. 

                                       16

<PAGE>

   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 wholly-owned 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. WRL Management will receive monthly compensation at the current 
annual rate of 0.75% of the aggregate average daily net assets of the Utility 
Portfolio. From this amount, as compensation for its services, Federated will 
receive payment of fees equal to 0.50% of the first $30 million of average 
daily net assets, 0.35% of the next $20 million of average daily net assets, 
and 0.25% of average daily net assets in excess of $50 million of the Utility 
Portfolio. 

   Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the 
Aggressive Growth Portfolio of the Fund. Fred Alger, located at 75 Maiden 
Lane, New York, NY 10038, is a wholly-owned subsidiary of Fred Alger & 
Company, Incorporated, which, in turn, is a wholly-owned subsidiary of Alger 
Associates, Inc., a financial services holding company controlled by Fred M. 
Alger. Fred Alger has been engaged in the business of rendering investment 
advisory services since 1964 and has approximately $5.4 billion under 
management. WRL Management 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 
manages portfolios for individuals and institutional clients worldwide. Dean 
provides a full range of investment advisory services and currently has 
$3.756 billion of assets under management. WRL Management 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 
WRL Management 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. 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. WRL 
Management 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. WRL Management 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 Company, 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 and 
provides investment management services to institutions and high net worth 
individuals. As of December 31, 1995, NWQ Investment had approximately $5.6 
billion in assets under management. WRL Management 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 WRL 
Management on behalf of the Value Equity Portfolio pursuant to any expense 
limitation or other reimbursement. 

   Scottish Equitable Investment Management Limited ("Scottish Equitable") 
serves as a Co-Sub-Adviser to the International Equity Portfolio. Scottish 
Equitable, located at Edinburgh Park, Edinburgh EH12 9SE, Scotland, is a 
wholly-owned subsidiary of Scottish Equitable plc, successor to Scottish 
Equitable Life Assurance Society, which was founded in Edinburgh in 1831. 
Scottish Equitable is also an indirect wholly-owned subsidiary of AEGON nv. 
As of December 31, 1995, Scottish Equitable had approximately $15.9 billion 
in assets under management. Scottish Equitable has not previously advised a 
U.S.-registered mutual fund. Scottish Equitable currently provides investment 
advisory and management services to certain of its affiliates and to external 
organizations. WRL Management receives monthly compensation at the annual 
rate of 1.00% of the aggregate average daily net assets of the International 
Equity Portfolio. From this amount, Scottish Equitable receives 0.50% of 
average daily net assets of the Portfolio managed by Scottish Equitable, less 
50% of the amount of excess expenses attributable to such assets. 

   GE Investment Management Incorporated ("GEIM") also serves as a 
Co-Sub-Adviser to the International Equity Portfolio and as Sub-Adviser to 
the U.S. Equity Portfolio. 

                                       17

<PAGE>

GEIM, located at 3003 Summer Street, Stamford, Connecticut 06905, is a 
wholly-owned subsidiary of General Electric Company ("GE"). GEIM's principal 
officers and directors serve in similar capacities with respect to General 
Electric Investment Corporation ("GEIC," and, together with GEIM, 
collectively referred to as "GE Investments"), which like GEIM is a 
wholly-owned subsidiary of GE. GE Investments has roughly 70 years of 
investment management experience, and has managed mutual funds since 1935. As 
of June 30, 1996, GEIM and GEIC together managed assets in excess of $55 
billion. GE Investments provides investment management services to external 
organizations and to certain of its affiliates. WRL Management receives 
monthly compensation at the annual rate of 1.00% of the aggregate average 
daily net assets of the International Equity Portfolio. From this amount, 
GEIM, receives 0.50% of average daily net assets managed by GEIM, less 50% of 
amount of excess expenses attributable to such assets. 

   With respect to the U.S. Equity Portfolio, WRL Management and GEIM will 
divide equally monthly compensation at the current annual rate of 0.80% of 
the aggregate average daily net assets of the U.S. Equity Portfolio. GEIM's 
compensation will be reduced by 50% of the amount paid by WRL Management on 
behalf of the U.S. Equity Portfolio pursuant to any expense limitation or 
other reimbursement. Any amount borne by GEIM pursuant to any expense 
limitation constitutes an agreement between the Investment Adviser and GEIM 
only for the first twelve months following each Portfolio's commencement of 
operations. Thereafter, any such arrangements will be as mutually agreed upon 
by GEIM and the Investment Adviser. 

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

                                       18

<PAGE>

                      PAYMENT AND ALLOCATION OF PREMIUMS 

ISSUANCE OF A POLICY 

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

PREMIUMS 

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

   PREMIUM FLEXIBILITY. Unlike conventional insurance policies, this Policy 
frees the Policyowner from the requirement that premiums be paid in 
accordance with a rigid and inflexible premium schedule. Western Reserve may 
require the Policyowner to pay an Initial Premium at least equal to a minimum 
monthly guarantee premium set forth in the Policy before issuing the Policy. 
(See Charges and Deductions - Premium Expense Charges, p. 22.) Thereafter, 
subject to the minimum and maximum premium limitations described below, a 
Policyowner may make unscheduled premium payments at any time in any amount. 

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

   The payment of a Planned Periodic Premium will not guarantee that the 
Policy remains In Force. Instead, the duration of the Policy depends upon the 
Policy's Net Surrender Value. (See Death Benefit - How the Duration of the 
Policy May Vary, p. 13.) Thus, even if Planned Periodic Premiums are paid by 
the Policyowner, the Policy will nonetheless lapse any time Net Surrender 
Value is insufficient to pay certain monthly charges, and a grace period 
expires without a sufficient payment. However, during the first three Policy 
years, the Policy will remain In Force and no grace period will begin 
provided there has been no increase in the Specified Amount or addition of 
any riders and the total of the premiums received is equal to or exceeds the 
minimum monthly guarantee premium specified in the Policy times the number of 
months since the Policy Date, including the current month. (See Policy Lapse 
and Reinstatement - Lapse, p.22.) 

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

   PAYMENT OF PREMIUMS. Payments made by the Policyowner will be treated as a 
premium payment unless clearly marked as loan repayments. Certain charges 
will be deducted from each premium payment. (See Charges and Deductions 
- - Premium Expense Charges, p. 22.) 

   As an accommodation to Policyowners, Western Reserve will accept 
transmittal of initial and subsequent premiums of at least $1,000 by wire 
transfer. For an Initial Premium, the wire transfer must be accompanied by a 
simultaneous telephone facsimile transmission ("FAX") of a completed 
application. An Initial Premium accepted via wire transfer with FAX will be 
allocated in accordance with current procedures explained in the next section 
entitled, "Allocation of Premiums and Cash Value - Allocation of Net 
Premiums," p. 20. An Initial Premium made by wire transfer not accompanied by 
a simultaneous FAX, or accompanied by a FAX of an incomplete application, 
will be retained for a period up to five business days while Western Reserve 
attempts to obtain the FAX or complete the essential information required to 
establish the Policy and allocate the Initial Premium at the unit value next 
determined after receipt of the FAX or information necessary to complete the 
application. If Western Reserve cannot obtain the FAX or essential 
information within five business days, Western Reserve will return the 
Initial Premium to the applicant, unless the applicant consents to allow 
Western Reserve to retain the Initial Premium until the required FAX or 
essential information is received. 

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

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

                                       19

<PAGE>

   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. 
22.) When an Initial Premium accompanies the application, monthly deductions 
from the Cash Value of the Policy commence on the Policy Date. 

   ALLOCATION OF NET PREMIUMS. In the application for a Policy, the 
Policyowner will allocate Net Premiums to one or more of the Sub-Accounts of 
the Series Account, to the Fixed Account, or to a combination of both. (For 
Policies issued in New Jersey, the Fixed Account is not available for 
allocation of Net Premiums.) Notwithstanding the allocation in the 
application, the Initial Premium, less charges, will first be allocated, on 
the first Valuation Date on or following the Policy Date, to the Sub-Account 
of the Series Account that invests exclusively in shares of the Money Market 
Portfolio, and will be reallocated in accordance with the Policyowner's 
directions in the application on the first Valuation Date on or following the 
Record Date. The Record Date of the Policy will be the date on which the 
Policy is recorded on Western Reserve's books as an In Force Policy. (See 
Payment and Allocation of Premiums beginning on page 19, and Policy Benefits 
- - When Conditional Life Insurance Coverage Begins, p. 14.) 

   Net premiums paid after the Record Date will be allocated in accordance 
with the Policyowner's instructions. The minimum percentage of each premium 
that may be allocated to any account is 10%; percentages must be in whole 
numbers. The allocation of future Net Premiums may be changed without charge 
at any time by providing Western Reserve with written notification from the 
Policyowner, or by calling Western Reserve's toll-free number, 
1-800-851-9777. Western Reserve will employ the same procedures to confirm 
that such telephone instructions are genuine as it employs regarding 
transfers among Sub-Accounts and the Fixed Account by telephone. Upon 
instructions from the Policyowner, the registered representative/agent of 
record may also change the allocation of future Net Premiums. Western Reserve 
reserves the right to limit the number of changes of the allocation of Net 
Premiums to one per year. Investment returns from the amounts allocated to 
Sub-Accounts of the Series Account will vary with the investment experience 
of these Sub-Accounts and the Policyowner bears the entire investment risk. 

   TRANSFERS. Cash Value may be transferred among the Sub-Accounts of the 
Series Account or from the Sub-Accounts to the Fixed Account. (For Policies 
issued in New Jersey, the Fixed Account is not available to receive Cash 
Value transferred from the Sub-Accounts.) Transfers may also be made from the 
Fixed Account to the Sub-Accounts, subject to certain restrictions. (See The 
Fixed Account - Allocations, Transfers and Withdrawals, p. 32.) The amount of 
Cash Value available for transfer from any Sub-Account, or the Fixed Account, 
is determined at the end of the Valuation Period during which the transfer 
request is received at Western Reserve's Office. As previously explained, the 
net asset value for each share of the corresponding Portfolio of any 
Sub-Account is determined, once daily, as of the close of the regular 
business session of the New York Stock Exchange ("Exchange") (usually 4:00 
p.m. Eastern time), which coincides with the end of each Valuation Period. 
(See Policy Benefits - Cash Value - Valuation Date and Valuation Period, p. 
15.) Therefore, any transfer request received after the close of the regular 
business session of the Exchange, on any day the Exchange is open, will be 
processed utilizing the net asset value for each share of the applicable 
Portfolio determined as of the close of the regular business session of the 
Exchange, on the next day the Exchange is open for business. Cash Value 
available for transfer from the Fixed Account will be determined in the same 
manner. 

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

   Twelve Cash Value transfers are permitted without charge during any one 
Policy year. Western Reserve will impose a charge of $10 for each subsequent 
transfer. The transfer charge will not be increased. (See Optional Cash 

                                       20

<PAGE>

Value Charges - Cash Value Transfers, p. 25.) 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. 29.) 

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 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 p. 32.) 

   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. There is no charge for Dollar Cost 
Averaging. However, each transfer which occurs under the Dollar Cost 
Averaging service will be counted towards the twelve free transfers allowed 
during each Policy year. (See "Payment and Allocation of Premiums - Allocation 
of Premiums and Cash Value - Transfers" on p. 20.) 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 February 1, 1997. 

ASSET REBALANCING PROGRAM 

   Western Reserve will offer a program 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 Request Form is available 
upon request. 

   Owners may elect rebalancing to occur on each quarterly, semi-annual or 
annual anniversary of the Policy Date. Following receipt of the Asset 
Rebalancing Request Form, Western Reserve will effect the initial rebalancing 
of Cash Value on the next such anniversary, in accordance with the Policy's 
current Net Premium allocation schedule. The amounts transferred will be 
credited at the unit value next determined on the dates the transfers are 
made. If a day on which rebalancing would ordinarily occur falls on a day on 
which the New York Stock Exchange is closed, rebalancing will occur on the 
next day the New York Stock Exchange is open. The Asset Rebalancing Program 
is available only before the Maturity Date, and is not available if the 
Policyowner has elected Dollar Cost Averaging. There is no charge for the 
Asset Rebalancing Program. However, each reallocation which occurs under the 
Asset Rebalancing Program will be counted towards the twelve free transfers 
allowed during each Policy year. (See Payment and Allocation of Premiums 
- - Allocation of Premiums and Cash Value - Transfers on p. 20.) 

   The Policyowner may terminate participation at any time in the Asset 
Rebalancing Program by oral or written request to Western Reserve. 
Participating in the Asset Rebalancing Program will terminate automatically 
if any transfer is made to, or from, any Sub-Account, other than on account 
of a 

                                       21

<PAGE>

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 February 1, 
1997. 

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. 22.) (For Policies issued in New Jersey, should the grace 
period begin during the first three Policy years, the payment necessary to 
keep the Policy In Force is the lesser of the amount necessary to satisfy the 
minimum monthly guarantee premium and the amount necessary to increase the 
Net Surrender Value to cover the monthly deduction due.) However, during the 
first three Policy years, the Policy will not lapse and no grace period will 
begin provided there has been no increase in the Specified Amount or addition 
of any riders and the total of the premiums received (minus any withdrawals 
and outstanding loans) equals or exceeds the minimum monthly guarantee 
premium shown in the Policy times the number of months since the Policy Date, 
including the current month. Essentially, the Policy will not lapse during 
the first three Policy years, as long as the conditions described in the 
preceding sentence have been met, and even though Net Surrender Value at any 
point during the first three Policy years is insufficient to cover the 
monthly deduction and a grace period has expired without a payment sufficient 
to cover the monthly deduction. Such a Lapse could happen if the investment 
experience has been sufficiently unfavorable to have resulted in a decrease 
in the Net Surrender Value, or the Net Surrender Value has decreased because 
not enough premiums have been paid to offset the monthly charges. 

   If Net Surrender Value is insufficient to cover the monthly deduction, 
Western Reserve will notify the Policyowner and any assignee of record of the 
minimum payment needed to keep the Policy In Force. The Policyowner will then 
have a grace period of 61 days, measured from the date notice is sent to the 
Policyowner, for Western Reserve to receive sufficient payments. (For 
Policies issued in New Jersey, Policyowners will have a grace period of 61 
days to mail sufficient payments.) If Western Reserve does not receive a 
sufficient payment within the grace period, Lapse of the Policy will result. 
If a sufficient payment is received during the grace period, any resulting 
Net Premium will be allocated among the Accounts, and any monthly deductions 
due will be charged to such Accounts, in accordance with the Policyowner's 
then current instructions. (See Allocation of Premiums and Cash Value 
- - Allocation of Net Premiums, p. 19, and Charges and Deductions - Cash Value 
Charges, p. 24.) If the Insured dies during the grace period, the death 
benefit proceeds will equal the amount of the death benefit proceeds 
immediately prior to the commencement of the grace period, reduced by any due 
and unpaid charges. 

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

   1. A written application for reinstatement from the Policyowner; 

   2. Evidence of insurability satisfactory to Western Reserve; and 

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

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

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

      (c) an amount sufficient to cover any surrender charge (as described on 
          p. 21) 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 

                                       22

<PAGE>

expense charge consisting of a sales charge, a charge for premium taxes and a 
premium collection charge. 

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

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

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

CONTINGENT SURRENDER CHARGES 

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

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

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

   The sum of (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 Insured's rate class, and 
establishing Policy records. Western Reserve does not anticipate that it will 
make any profit on this charge. A surrender charge consisting only of a 
deferred issue charge applies prior to the 15th Policy year to the amount of 
any increase in the Specified Amount. This surrender charge is also 
multiplied by the applicable surrender charge percentage shown in the Policy. 

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

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

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

   (c) SURRENDER CHARGE PERCENTAGE. As stated above, the percentage is 
applied to the sum of the deferred issue charge and deferred sales charge due 
upon any surrender of a Policy during the first fifteen Policy years. In 
Policy years 1-10 this percentage is 100% for male Insureds at Issue Ages 
0-65 and female Insureds at Issue Ages 0-70, and then declines at the rate of 
20% per year until reaching zero at the end of the fifteenth (15th) Policy 
year as shown below. For Insureds with older Issue Ages, this percentage is 
less than 100% at the end of the tenth (10th) Policy year and declines to 0% 
at the end of the fifteenth (15th) Policy year. Therefore, application of the 
percentage to the sum of the deferred issue charge and deferred sales charge 
in the event of any surrender during the eleventh through fifteenth Policy 
years will result in reduced surrender charges. If a surrender occurs after 
the fifteenth (15th) Policy year, there are no deferred issue or deferred 
sales charges due. See Example (2) below. Percentages for the Protector Plus 
Program are different than those shown below. (See "Charges And Deductions 
- - Protector Plus Program(sm)," p. 25.) 

                                       23

<PAGE>

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

       SURRENDER CHARGE PERCENTAGE               
           END OF POLICY YEAR*                     PERCENTAGE
       ---------------------------                 ----------
               At Issue                               100%   
                 1-10                                 100%   
                  11                                   80%   
                  12                                   60%   
                  13                                   40%   
                  14                                   20%   
                  15                                    0%   
                 16+                                    0%   
                                                   
*   THE PERCENTAGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED
    BETWEEN THE TWO END OF YEAR PERCENTAGES.

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

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

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

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

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

      SURRENDER CHARGE = [$500.00 + $476.57] 
      x 100%                                     = $976.57 
                                                   =======

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

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

(ii)  DEFERRED SALES CHARGE: 

      (1) [26.5% x $1,007], and                  = $266.86 

      (2) [4.2% x $19,993]                       = $839.71 

(iii) APPLICABLE SURRENDER CHARGE                =     20% 

      [(a)$500.00 + (b)($266.86 + $839.71)] 
      x 20% 

      SURRENDER CHARGE = [$500.00 +
      $1,106.57] x 20%                           = $321.31 
                                                   =======

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

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

CASH VALUE CHARGES 

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

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

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

   The Policies offered by this Prospectus are based on mortality tables that 
distinguish between men and women. As 

                                       24

<PAGE>

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

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

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

   MONTHLY POLICY CHARGE. Western Reserve has primary responsibility for the 
administration of the Policy and the Series Account. Annual administrative 
expenses include recordkeeping, processing death benefit claims, Policy 
changes, reporting and overhead costs. As reimbursement for administrative 
expenses related to the maintenance of each Policy and the Series Account, 
Western Reserve assesses a monthly administration charge from each Policy. 
This charge is currently $5.00 per Policy Month and will not be increased. 
Western Reserve does not anticipate that it will make any profit from this 
charge. 

OPTIONAL CASH VALUE CHARGES 

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

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

   CASH VALUE TRANSFERS. After twelve (12) free transfers per year, Western 
Reserve will impose and deduct from each amount transferred a transfer charge 
of $10 to compensate Western Reserve for the costs in effectuating the 
transfer. The transfer charge will not be increased in the future. Western 
Reserve does not expect to make a profit on the charge. 

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

CHARGES AGAINST THE SERIES ACCOUNT 

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

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

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

   TAXES. Currently no charge is made to the Series Account for Federal 
income taxes that may be attributable to the Series Account. Western Reserve 
may, however, make such a charge in the future. Charges for other taxes, if 
any, attributable to the Series Account may also be made. (See Federal Tax 
Matters, p. 33.) 

EXPENSES OF THE FUND 

   Because the Series Account purchases shares of the Fund, the net assets of 
the Series Account will reflect the investment advisory fee and other 
expenses incurred by the Fund. (See pp. 16-18 for a discussion of the 
investment advisory fees of each Portfolio.) 

   Effective January 1, 1997, the Fund has adopted a Plan of Distribution 
pursuant to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant 
to the Plan, has entered into a Distribution Agreement with InterSecurities, 
Inc. ("ISI"), principal underwriter for the Fund. 

   Under the Distribution Plan, the Fund, on behalf of the Portfolios, is 
authorized to pay to various service providers, as direct payment for 
expenses incurred in connection with the distribution of a Portfolio's 
shares, amounts equal to actual expenses associated with distributing a 
Portfolio's shares, up to a maximum rate of 0.15% (fifteen one-hundreths of 
one percent) on an annualized basis of the average daily net assets. This fee 
is measured and accrued daily and paid monthly. ISI has determined that it 
will not seek payment by 

                                       25

<PAGE>

the Fund of distribution expenses with respect to any Portfolio during the 
fiscal year ending December 31, 1997. Prior to ISI's seeking reimbursement, 
Policyowners will be notified in advance. 

GROUP OR SPONSORED ARRANGEMENTS 

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

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

   Western Reserve may, in addition to waiving or reducing the premium 
expense charges, contingent surrender charges, minimum premium and minimum 
Specified Amount, also waive or reduce the Monthly Administration Charge and 
the charge for a cash withdrawal when lower administrative costs are incurred 
for: (a) current and retired directors, officers, full-time employees and 
agents of Western Reserve and its affiliates; (b) current and retired 
directors, officers, full-time employees and registered representatives of 
InterSecurities, Inc. and any broker-dealer which has a sales agreement with 
InterSecurities, Inc.; (c) any Trust, pension, profit-sharing or other 
employee benefit plan of any of the foregoing persons or entities; (d) 
current and retired directors, officers and full-time employees of WRL Series 
Fund, Inc. and any IDEX mutual fund, and any investment adviser or investment 
sub-adviser thereto; and (e) any member of a family of any of the foregoing 
(E.G., spouse, child, sibling, parent-in-law). Western Reserve reserves the 
right to modify or terminate this arrangement at any time. These reductions 
may not be available for Policies issued in certain states. 

   Western Reserve may modify from time to time on a uniform basis both the 
amounts of reductions and the criteria for qualification. In no event, 
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. 35.) 

PROTECTOR PLUS PROGRAM(SM) 

   Policyowners who make an Initial Premium payment of at least $10,000 or 
more, and which is at least 90% of the maximum allowable single premium, may 
elect to participate in the Protector Plus Program, formerly called the 
"Large Initial Premium Program," under which the underwriting process is both 
expedited and shortened in length by reducing the number and extent of the 
items required to determine the risk assumed by Western Reserve. The program 
entails fewer administrative costs for Western Reserve and also reduces 
distribution costs by relieving sales representatives from some of the burden 
of assisting in the underwriting. 

   A Policy ("policy") sold under this simplified underwriting arrangement 
differs from a standard Policy in six principal respects: (1) a minimum 
Initial Premium payment which is at least $10,000 and which is at least 90% 
of the maximum allowable premium, (2) no premium expense charges are 
assessed, (3) the underwriting process is shorter and simpler, (4) the cost 
of insurance charges may be different for certain policyowners, (5) premium 
payment provisions may be more restricted than for Policies issued on a 
standard basis, and (6) most policies will be "modified endowment contracts" 
for Federal income tax purposes. (See Tax Treatment of Policy Benefits 
- - Modified Endowment Contracts, p. 34.) 

   Due to the lower administrative and distribution expenses associated with 
the program, no premium expense charges (I.E., sales charge, premium tax 
charge and premium collection charge) are made. (See Charges and Deductions 
- - Premium Expense Charges, p. 22.) Depending on age of issue and Specified 
Amount, certain medical underwriting requirements will be waived. 

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

                                       26


<PAGE>


         SURRENDER CHARGE PERCENTAGE                 
             END OF POLICY YEAR*                       PERCENTAGE 
         ---------------------------                   ---------- 
                   At Issue                               100%    
                     1-5                                  100%    
                      6                                    80%    
                      7                                    60%    
                      8                                    40%    
                      9                                     0%    
                                                       
*   THE PERCENTAGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED
    BETWEEN THE TWO END OF YEAR PERCENTAGES.

For a full explanation of the Contingent Surrender Charges, to which the 
Surrender Charge Percentage is applied, see "Charges and Deductions 
- - Contingent Surrender Charges," p. 23. 

   Although for non sub-standard rate classes the guaranteed cost of 
insurance rates for policies will not be greater than those for standard 
Policies, current rates for policies during the first ten policy years may be 
higher for certain policyowners (I.E., those who are assigned to non-smoker 
Ultimate Select or smoker Ultimate Standard rate classes) than would be the 
case for standard Policies. (See Cash Value Charges - Cost of Insurance, p. 
23.) 

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

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

   Depending on the Specified Amount selected by the policyowner, a large 
Initial Premium payment, such as that required for a policy, will generally 
limit the ability to make additional premium payments. This limit exists 
because the total of all premiums paid under a policy may not exceed the 
maximum premium limitation imposed by Federal tax laws. (See Premiums 
- - Premium Limitations, p. 19.) Of course, under a policy, there are no Planned 
Periodic Premiums. 

   Most policies will be modified endowment contracts. Distributions from 
modified endowment contracts are generally treated as ordinary income subject 
to tax up to the amount equal to the excess of the Cash Value before the 
distribution over the investment in the policy. In addition, the portion of 
any such distribution that is included in income is subject to a 10% penalty 
tax, except where the distribution is made on or after the policyowner 
attains age 59-1/2, is attributable to the policyowner becoming disabled or 
is part of a series of substantially equal periodic payments for the life (or 
the life expectancy) of the policyowner. Such distributions include 
surrenders, cash withdrawals and policy loans. (See Tax Treatment of Policy 
Benefits - Distributions From Policies Classified as Modified Endowment 
Contracts, p. 34.) 

                                POLICY RIGHTS 

LOAN PRIVILEGES 

   POLICY LOAN. After the first Policy year and so long as the Policy remains 
In Force, the Policyowner may borrow money from Western Reserve using the 
Policy as the only security for the loan. Western Reserve reserves the right 
to permit a Policy loan prior to the first Policy Anniversary for Policies 
issued pursuant to a transfer of cash values from another life insurance 
policy under Section 1035(a) of the Internal Revenue Code of 1986, as 
amended. The maximum amount that may be borrowed is 90% of the Cash Value, 
less any surrender charge and any already outstanding Policy loan. Western 
Reserve reserves the right to limit the amount of any Policy loan to not less 
than $500. Outstanding loans have priority over the claims of any assignee or 
other person. The loan may be repaid totally or in part before the Maturity 
Date of the Policy and while the Policy is In Force. A loan which is taken 
from, or secured by, a Policy may have Federal income tax consequences. (See 
Federal Tax Matters, p. 33.) 

   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. 30.) 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, or makes a request to borrow an additional amount. At 
each such time, if the amount of the outstanding loan exceeds the amount in 
the Loan 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. 31.) No charge will be imposed for 
these transfers. 

   INTEREST RATE CHARGED. For Policies issued prior to May 1, 1994, the 
interest rate charged on Policy loans is at 

                                       27

<PAGE>

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

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

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

   As long as a loan is outstanding, an amount equal to the loan plus 
interest in advance until the next Policy Anniversary is held in the Loan 
Reserve. This amount will not be affected by the Series Account's investment 
performance. Amounts transferred from the Series Account to the Loan Reserve 
will affect the Series Account value because such amounts will be credited 
with an interest rate declared by Western Reserve rather than a rate of 
return reflecting the investment performance of the Series Account. (See The 
Fixed Account - Minimum Guaranteed and Current Interest Rates, p. 32.) 

   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. 34.) 

   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. 22.) 

   REPAYMENT OF INDEBTEDNESS. Indebtedness may be repaid any time before the 
Maturity Date of the Policy and while the Policy is In Force. Payments made 
by the Policyowner while there is indebtedness will be treated as premium 
payments unless the Policyowner indicates that the payment should be treated 
as a loan repayment. (See Policy Rights - Benefits at Maturity, p. 29.) 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 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. 23.) 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. 30.) Additional restrictions may be applied to 
surrenders from the Fixed Account. (See The Fixed Account - Allocations, 
Transfers and Withdrawals, p. 32.) 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. 33.) 

   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. 
29.) 

   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. 

                                       28

<PAGE>

   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. 24; Death Benefit - Insurance 
Protection, p. 12; and Federal Tax Matters - Tax Treatment of Policy Benefits, 
p. 34.) 

EXAMINATION OF POLICY PRIVILEGE ("FREE-LOOK") 

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

CONVERSION RIGHTS 

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

BENEFITS AT MATURITY 

   If the Insured is living and the Policy is In Force, Western Reserve will 
pay the Net Surrender Value of the Policy on the Maturity Date. (See Cash 
Value - Net Surrender Value, p. 14.) The Policy will mature on the Anniversary 
nearest the Insured's 95th birthday, if the Insured is living and the Policy 
is In Force. Western Reserve is willing to extend the Maturity Date provided 
the Policy is still In Force on the Maturity Date and there are no 
unfavorable tax consequences. Extension of the Maturity Date will be made 
upon mutual agreement between Western Reserve and the Policyowner, provided 
the Policyowner submits a written request to Western Reserve between 90 and 
180 days prior to the Maturity Date, and provided the Policy may be extended 
with no unfavorable tax consequences to the Policyowner. 

PAYMENT OF POLICY BENEFITS 

   Death benefits under the Policy will ordinarily be paid within seven days 
after Western Reserve receives due proof of death, and verifies the validity 
of the claim. Other benefits will ordinarily be paid within seven days of 
receipt of proper written request (including an election as to tax 
withholding). Payments may be postponed in certain circumstances. (See 
General Provisions - Postponement of Payments, p. 30 and The Fixed Account 
- - Allocations, Transfers and Withdrawals, p. 32.) The Policyowner may decide 
the form in which the benefits will be paid. During the Insured's lifetime, 
the Policyowner may arrange for the death benefits to be paid in a lump sum 
or under one or more of the settlement options described below. These choices 
are also available if the Policy is surrendered or matures. If no election is 
made, Western Reserve will pay the benefits in a lump sum. 

   When death benefits are payable in a lump sum, the Beneficiary may select 
one or more of the settlement options. If death benefits become payable under 
a settlement option and the Beneficiary has the right to withdraw the entire 
amount, the Beneficiary may name and change contingent Beneficiaries. 

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

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

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

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

                                       29

<PAGE>

                              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. 32. 

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

THE CONTRACT 

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

SUICIDE 

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

INCONTESTABILITY 

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

CHANGE OF OWNER OR BENEFICIARY 

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

ASSIGNMENT 

   The Policy may be assigned by the Policyowner. Western Reserve will not be 
bound by the assignment until a written copy has been received at its Office 
and will not be liable with respect to any payment made prior to receipt. 
Western Reserve assumes no responsibility for determining whether an 
assignment is valid or the extent of the assignee's interest. 

MISSTATEMENT OF AGE OR SEX 

   If the age or sex of the Insured has been misstated, the death benefit 
will be adjusted based on what the cost of insurance charge for the most 
recent monthly deduction would have purchased based on the correct age and 
sex. 

REPORTS AND RECORDS 

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

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

OPTIONAL INSURANCE BENEFITS 

   Subject to certain requirements, one or more of the following optional 
insurance benefits may be added to a Policy by rider. The cost of any 
optional insurance benefits will be deducted as part of the monthly 
deduction. (See Charges and Deductions - Optional Cash Value Charges, p. 25.) 
For purposes of the riders, the person insured under the Policy is 

                                       30

<PAGE>

referred to as the Primary Insured, and the term "Face Amount" refers to the 
level term insurance amount payable at death. 

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

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

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

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

   DISABILITY WAIVER RIDER: Provides a waiver of the monthly deductions for 
the Policy while the Insured is disabled. Under the terms of the rider, the 
monthly deductions will be waived upon receipt of proof adequate to Western 
Reserve that: the Insured is totally disabled, as defined in the rider; the 
disability commenced while the rider was In Force; the disability began 
before the Anniversary nearest the Insured's 60th birthday; and total 
disability has existed continuously for at least six months. No monthly 
deduction will be waived which falls due more than one year prior to receipt 
by Western Reserve of written notice of a claim. Certain risks, as defined in 
the rider, are not covered. 

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

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

                              THE FIXED ACCOUNT 

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

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

                                       31

<PAGE>

FIXED ACCOUNT VALUE 

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

   1. The sum of all Net Premium payments allocated to the Fixed Account; 
      plus 
   2. Any amounts transferred from a Sub-Account to the Fixed Account; plus 
   3. Total interest credited to the Fixed Account; minus 
   4. Any amounts charged to pay for monthly deductions as they are due; 
      minus 
   5. Any cash withdrawals or surrenders from the Fixed Account; minus 
   6. Any amounts transferred to a Sub-Account from the Fixed Account. 

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

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

MINIMUM GUARANTEED AND CURRENT INTEREST RATES 

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

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

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

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

ALLOCATIONS, TRANSFERS AND WITHDRAWALS 

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

   For transfers from the Fixed Account to a Sub-Account, Western Reserve 
reserves the right to require that transfer requests be in writing and 
received at Western Reserve's Office within 30 days after a Policy 
Anniversary. For Policies issued prior to September 1, 1994, there is no 
limit on the amount that may be transferred from the Fixed Account. For 
Policies issued on or after September 1, 1994 in all states which have 
approved the change, the amount that may be transferred is limited to the 
greater of (a) 25% of the amount in the Fixed Account, or (b) the amount 
transferred in the prior Policy year from the Fixed Account, unless Western 
Reserve consents otherwise. Please consult your Policy for details. No 
transfer charge will apply to transfers from the Fixed Account to a 
Sub-Account. Amounts may be withdrawn from the Fixed Account for cash 
withdrawals and surrenders only upon written request of the Policyowner, and 
are subject to any applicable requirement for a signature guarantee. (See 
Policy Rights - Surrender Privileges, p. 28.) 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. 

                                       32

<PAGE>

                             FEDERAL TAX MATTERS 

INTRODUCTION 

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

TAX CHARGES 

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

TAX STATUS OF THE POLICY 

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

   With respect to a Policy that is issued on the basis of a rate class using 
non-smoker Ultimate Select, non-smoker Select, smoker Ultimate Standard or 
smoker Standard guaranteed rates, while there is some uncertainty due to the 
limited guidance on Section 7702, Western Reserve nonetheless believes that 
such a Policy should meet the Section 7702 definition of a life insurance 
contract. With respect to a Policy that is issued on a substandard rate 
class, there is even less guidance to determine whether such a Policy meets 
the Section 7702 definition of a life insurance contract. Thus, it is not 
clear whether such a Policy would satisfy Section 7702, particularly if the 
Policyowner pays the full amount of premiums permitted under the Policy. If 
it is subsequently determined that a Policy does not satisfy Section 7702, 
Western Reserve will take whatever steps are appropriate and reasonable to 
attempt to cause such a Policy to comply with Section 7702, including 
possibly refunding any premiums paid that exceed the limitation allowable 
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 includable in the 
owner's gross income. The IRS has stated in published rulings that the owner 
of a variable life insurance policy will be considered the owner of separate 
account assets if the owner possesses incidents of ownership in those assets, 
such as the ability to exercise investment control over the assets. The 
Treasury Department also announced, in connection with the issuance of 
regulations concerning diversification, that those regulations "do not 
provide guidance concerning the circumstances in which investor control of 
the investments of a segregated asset account may cause the investor (i.e., 
the policyowner), rather than the insurance company, to be treated as the 
owner of the assets in the account." This announcement also stated that 
guidance would be issued by way of regulations or rulings on the "extent to 
which policyholders may direct their investments to particular sub-account 
without being treated as owners of the underlying assets." 

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

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

                                       33

<PAGE>

TAX TREATMENT OF POLICY BENEFITS 

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

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

   The Policy may also be used in various arrangements, including 
nonqualified deferred compensation or salary continuance plans, split dollar 
insurance plans, executive bonus plans, retiree medical benefit plans and 
others. The tax consequences of such plans may vary depending on the 
particular facts and circumstances of each individual arrangement. Therefore, 
if a Policyowner is contemplating the use of a Policy in any arrangement the 
value of which depends in part on its tax consequences, that Policyowner 
should be sure to consult a qualified tax adviser regarding the tax 
attributes of the particular arrangement. 

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

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

   Under Western Reserve's current procedures, the Policyowner will be 
notified at the time a Policy is issued whether, according to Western 
Reserve's calculations, the Policy is or is not classified as a modified 
endowment contract based on the premium then received. The Policyowner will 
also be notified of the amount of the maximum annual premium which can be 
paid without causing a Policy to be classified as a modified endowment 
contract. A Policy issued under the Protector Plus Program will in most 
instances be treated as a Modified Endowment Contract. (See Charges and 
Deductions - Protector Plus Program,(sm) p. 26.) 

   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 Owner attains 
age 59-1/2, is attributable to the Policyowner's becoming disabled, or is 
part of a series of substantially equal periodic payments for the life (or 
life expectancy) of the 

                                       34

<PAGE>

Policyowner or the joint lives (or joint life expectancies) of the 
Policyowner and the Policyowner's Beneficiary. 

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

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

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

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

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

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

EMPLOYMENT-RELATED BENEFIT PLANS 

   On July 6, 1983, the Supreme Court held in ARIZONA GOVERNING COMMITTEE V. 
NORRIS that optional annuity benefits provided under an employer's deferred 
compensation plan could not, under Title VII of the Civil Rights Act of 1964, 
vary between men and women on the basis of sex. The Policy described in this 
Prospectus contains guaranteed cost of insurance rates and guaranteed 
purchase rates for certain payment options that distinguish between men and 
women. Accordingly, employers and employee organizations should consider, in 
consultation with legal counsel, the impact of NORRIS, and Title VII 
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 $12 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. 

   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. 

                                       35

<PAGE>

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

                     STATE REGULATION OF WESTERN RESERVE 

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

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

                                 REINSURANCE 

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

                       EXECUTIVE OFFICERS AND DIRECTORS 
                              OF WESTERN RESERVE 

JOHN R. KENNEY(1), CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE 
   OFFICER AND PRESIDENT, Chairman of the Board of Directors (1987 - present) 
   and Chief Executive Officer (1982 - present), President, (1978 - 1987 and 
   December, 1992 - present), Director (1978 - present), Western Reserve Life 
   Assurance Co. of Ohio; Chairman of the Board of Directors (1985 - present), 
   President (March, 1993 - present), WRL Series Fund, Inc.; Chairman of the 
   Board (October, 1996 - present), WRL Investment Management, Inc.; Chairman 
   of the Board (October, 1996 - present), WRL Investment Services, Inc.; 
   Chairman of the Board of Directors and Chief Executive Officer (1988 to 
   February, 1991), President (1988 - 1989), Director (1976 to February, 
   1991), Executive Vice President (1972 - 1988), Pioneer Western Corporation 
   (financial services), Largo, Florida; Trustee (1987 - present), Chairman 
   (December, 1989 to September, 1990 and November, 1990 to present) and 
   President and Chief Executive Officer (November, 1986 to September, 1990), 
   IDEX Series Fund; former Trustee of 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 to February, 1991), Pioneer 
   Western Corporation (financial services), Largo, Florida; Treasurer (1988 
   to September, 1990 and November, 1990 to December, 1996), IDEX Series 
   Fund, (investment company); former Treasurer of IDEX Fund, IDEX II Series 
   Fund and IDEX Fund 3, 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), Director (October, 1996 - present), WRL 
   Investment Management, Inc.; Director (October, 1996 - present), WRL 
   Investment Services, Inc.; Senior Vice President (1981 - June, 1993) and 
   Actuary (1972 - present), Western Reserve Life Assurance Co. of Ohio; 
   Executive Vice President (September, 1993 - present), WRL Series Fund, Inc. 

WILLIAM H. GEIGER(1), SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL, 
   Senior Vice President, Secretary and General Counsel (July, 1990 - present) 
   of Western Reserve Life Assurance Co. of Ohio; Vice President, Secretary 
   and General Counsel of Pioneer Western Corporation (financial services) 
   and Secretary of its subsidiaries (May, 1990 to February, 1991); Vice 
   President and Assistant Secretary (November, 1990 to present) and 
   Secretary (June, 1990 to September, 1990) IDEX Series Fund, former Vice 
   President and Assistant Secretary of IDEX Fund, IDEX II Series Fund and 
   IDEX Fund 3 (investment companies), all of Largo, Florida; Secretary and 
   General Counsel of Orange State Life and Health Insurance Company, and its 
   affiliates, Largo, Florida (March, 1980 to April, 1990). 

G. JOHN HURLEY(1), EXECUTIVE VICE PRESIDENT, Executive Vice President (June, 
   1993 - present), Western Reserve Life Assurance Co. of Ohio; Executive Vice 
   President (June, 1993 - present), Director (March, 1994 - present), WRL 
   Series Fund, Inc.; Director (October, 1996 - present), WRL Investment 
   Management, Inc.; Director (October, 1996 - present), WRL Investment 
   Services, Inc.; President and Chief Executive Officer (September, 1990 
   - present), Trustee (June, 1990 - present) and Executive Vice President 
   (June, 1988 - September, 1990) of IDEX Series Fund, former Trustee and 
   Executive Vice President of IDEX Fund, IDEX II Series Fund and IDEX Fund 3 
   (investment companies); Assistant Vice President of AEGON USA Managed 
   Portfolios, Inc. (September, 

                                       36

<PAGE>

   1991 - August, 1992); Vice President (May, 1988 - February, 1991) Pioneer 
   Western Corporation (financial services). 

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

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

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

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

JAMES R. WALKER, DIRECTOR, 3320 Office Park Dr., Dayton, Ohio 45439, Director 
   (June, 1996 - present) Western Reserve Life Assurance Co. of Ohio; 
   Self-employed, Public Accountant (1996 - present); Partner, C.P.A. (1990 
   - 1995), Walker-Davis C.P.A.'s, Dayton, Ohio. 

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

                                LEGAL MATTERS 

   Sutherland, Asbill & Brennan, L.L.P., 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 for the year then ended have been included herein in reliance upon 
the report of Price Waterhouse LLP, independent accountants, and upon the 
authority of that firm as experts in accounting and auditing. 

   The financial statements of Western Reserve Life Assurance Co. of Ohio at 
December 31, 1995 and 1994 and for each of the three years in the period 
ended December 31, 1995, appearing in this Prospectus 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 accountants. 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. 69) 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 an Insured of a given age and a given premium could vary 
over an extended period of time assuming hypothetical gross rates of return 
equivalent to constant after tax annual rates of 0%, 6% and 12%. The tables 
illustrate the Policy values that would result based on the assumptions that 
the premium is paid as indicated, that the Owner has not requested an 
increase or decrease in the Specified Amount of the Policy, and that no cash 
withdrawals or Policy loans have been made. 

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

   The illustration on page 39 is based on a Policy for an Insured who is a 
35 year old male in the non-smoker Ultimate Select rate class, annual 
premiums of $2,000, a $165,000 Specified Amount and death benefit Option A. 
The illustrations on that page also assume cost of insurance charges based on 
Western Reserve's CURRENT cost of insurance rates. 

   The illustration on page 40 is based on the same factors as those on page 
39, except that cost of insurance rates are based on the GUARANTEED cost of 
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality 
Table). The illustration on page 41 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 39, 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 0.87% of the average daily net assets of the Portfolios of the Fund; 
and (3) all applicable premium expense charges and Cash Value charges. The 
0.87% average Portfolio expense level assumes an equal allocation of amounts 
among the fifteen Sub-Accounts and is based on an average 0.71% investment 
advisory fee and estimated 1996 average normal operating expenses of 0.16% 
for each of the Portfolios in operation during 1996. Calculation of the 
average annual expense level utilized annualized actual 11-month unaudited 
expenses incurred during 1996 as adjusted for anticipated expense 
modifications incurring in 1997 for the Money Market (0.46%), Bond (0.61%), 
Growth (0.85%), Short-to-Intermediate Government (0.72%), Equity-Income 
(0.87%), Emerging Growth (0.88%), Global (0.90%), Aggressive Growth (0.91%), 
Balanced (0.90%), Utility (0.91%), C.A.S.E. Growth (0.94%), and Tactical 
Asset Allocation (0.86%). In addition, because the Value Equity Portfolio was 
not in existence during the full year of 1996 (commencement of operations was 
May 1, 1996); and the U.S. Equity Portfolio and International Equity 
Portfolio had not commenced operations as of December 31, 1996, the estimated 
average annual Portfolio expense level reflects estimated expenses for these 
three Portfolios at 0.85%, 1.05% and 1.30%, respectively, for 1997. During 
1996, 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 1.77%, the gross annual investment return rates of 0%, 6% and 12% are 
equivalent to net annual investment return rates of - 1.77%, 4.23%, and 
10.23%. 

   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. 25.) 

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

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

                                       38

<PAGE>

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

Specified Amount $165,000                      Ultimate Select Class
  Annual Premium $2,000                            Option Type A      
                                                                              
                    Using Current Cost of Insurance Rates  
                                                                              
                                                   DEATH BENEFIT              
                                        ASSUMING HYPOTHETICAL GROSS AND NET   
END OF         PREMIUMS                     ANNUAL INVESTMENT RETURN OF       
POLICY        ACCUMULATED             0% (GROSS)     6% (GROSS)    12% (GROSS)
YEAR             AT 5%               -1.77% (NET)   4.23% (NET)   10.23% (NET)
1                 2,100                165,000        165,000         165,000 
2                 4,305                165,000        165,000         165,000 
3                 6,620                165,000        165,000         165,000 
4                 9,051                165,000        165,000         165,000 
5                11,604                165,000        165,000         165,000 
6                14,284                165,000        165,000         165,000 
7                17,098                165,000        165,000         165,000 
8                20,053                165,000        165,000         165,000 
9                23,156                165,000        165,000         165,000 
10               26,414                165,000        165,000         165,000 
15               45,315                165,000        165,000         165,000 
20               69,439                165,000        165,000         165,000 
30(AGE 65)      139,522                165,000        165,000         356,895 
40(AGE 75)      253,680                165,000        165,000         848,665 
50(AGE 85)      439,631                      *        259,980       2,205,480 
60(AGE 95)      742,526                      *        392,765       5,511,304 
                                     
<TABLE>
<CAPTION>
                                CASH VALUE                               NET SURRENDER VALUE 
END OF              ASSUMING HYPOTHETICAL GROSS AND NET          ASSUMING HYPOTHETICAL GROSS AND NET 
POLICY YEAR             ANNUAL INVESTMENT RETURN OF                  ANNUAL INVESTMENT RETURN OF 
                  0% (GROSS)    6% (GROSS)     12% (GROSS)    0% (GROSS)     6% (GROSS)     12% (GROSS) 
                 -1.77% (NET)   4.23% (NET)   10.23% (NET)   -1.77% (NET)    4.23% (NET)    10.23% NET 
<S>              <C>            <C>           <C>            <C>             <C>            <C>
1                    1,526          1,628           1,731          246             349            451 
2                    3,016          3,316           3,630        1,652           1,953          2,266 
3                    4,465          5,061           5,708        3,017           3,613          4,260 
4                    5,873          6,865           7,985        4,341           5,333          6,453 
5                    7,239          8,728          10,478        5,623           7,113          8,862 
6                    8,560         10,650          13,208        6,860           8,951         11,508 
7                    9,839         12,637          16,201        8,056          10,853         14,418 
8                   11,078         14,690          19,488        9,210          12,823         17,620 
9                   12,285         16,824          23,107       10,333          14,872         21,155 
10                  13,446         19,025          27,078       11,410          16,989         25,043 
15                  19,512         32,238          54,902       19,512          32,238         54,902 
20                  24,320         47,872         100,058       24,320          47,872        100,058 
30(AGE 65)          29,100         88,713         292,537       29,100          88,713        292,537 
40(AGE 75)          23,588        150,417         793,145       23,588         150,417        793,145 
50(AGE 85)               *        247,600       2,100,458            *         247,600      2,100,458 
60(AGE 95)               *        388,877       5,456,736            *         388,877      5,456,736 
<FN>
* In the absence of an additional payment, the Policy would lapse. 
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS 
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF 
PAST OR FUTURE INVESTMENT RATES OF RETURN. 

ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND 
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY 
AN OWNER AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUND. THE DEATH 
BENEFIT, CASH VALUE AND NET SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT 
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR 
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY WESTERN RESERVE OR 
THE FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED 
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. THIS ILLUSTRATION MUST 
BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS. 

                                       39

<PAGE>

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

Specified Amount $165,000                      Ultimate Select Class         
  Annual Premium $2,000                            Option Type A             
                                                                               
                  Using Guaranteed Cost of Insurance Rates
                                                                               
                                                   DEATH BENEFIT               
                                        ASSUMING HYPOTHETICAL GROSS AND NET    
END OF        PREMIUMS                      ANNUAL INVESTMENT RETURN OF        
POLICY       ACCUMULATED              0% (GROSS)     6% (GROSS)    12% (GROSS) 
YEAR            AT 5%                -1.77% (NET)   4.23% (NET)   10.23% (NET) 
1                2,100                 165,000        165,000         165,000  
2                4,305                 165,000        165,000         165,000  
3                6,620                 165,000        165,000         165,000  
4                9,051                 165,000        165,000         165,000  
5               11,604                 165,000        165,000         165,000  
6               14,284                 165,000        165,000         165,000  
7               17,098                 165,000        165,000         165,000  
8               20,053                 165,000        165,000         165,000  
9               23,156                 165,000        165,000         165,000  
10              26,414                 165,000        165,000         165,000  
15              45,315                 165,000        165,000         165,000  
20              69,439                 165,000        165,000         165,000  
30(AGE 65)     139,522                 165,000        165,000         337,390  
40(AGE 75)     253,680                       *        165,000         783,417  
50(AGE 85)     439,631                       *        165,000       1,978,654  
60(AGE 95)     742,526                       *        238,832       4,689,069  
                                    
<TABLE>
<CAPTION>
                                CASH VALUE                               NET SURRENDER VALUE 
END OF              ASSUMING HYPOTHETICAL GROSS AND NET          ASSUMING HYPOTHETICAL GROSS AND NET 
POLICY YEAR             ANNUAL INVESTMENT RETURN OF                  ANNUAL INVESTMENT RETURN OF 
                  0% (GROSS)    6% (GROSS)     12% (GROSS)    0% (GROSS)     6% (GROSS)     12% (GROSS) 
                 -1.77% (NET)   4.23% (NET)   10.23% (NET)   -1.77% (NET)    4.23% (NET)    10.23% NET 
<S>              <C>            <C>           <C>            <C>             <C>            <C>
1                    1,513          1,615           1,717          233             335            437 
2                    2,989          3,288           3,599        1,625           1,924          2,236 
3                    4,424          5,016           5,659        2,976           3,569          4,212 
4                    5,817          6,802           7,914        4,285           5,271          6,383 
5                    7,167          8,645          10,382        5,551           7,029          8,767 
6                    8,472         10,546          13,084        6,772           8,847         11,385 
7                    9,730         12,504          16,042        7,946          10,721         14,258 
8                   10,941         14,523          19,282        9,073          12,655         17,414 
9                   12,102         16,600          22,831       10,150          14,649         20,880 
10                  13,215         18,741          26,724       11,179          16,705         24,688 
15                  18,276         30,774          53,165       18,276          30,774         53,165 
20                  21,592         44,453          95,872       21,592          44,453         95,872 
30(AGE 65)          18,569         75,686         276,549       18,569          75,686        276,549 
40(AGE 75)               *        109,580         732,165            *         109,580        732,165 
50(AGE 85)               *        152,849       1,884,432            *         152,849      1,884,432 
60(AGE 95)               *        236,467       4,642,643            *         236,467      4,642,643 
<FN>
*   In the absence of an additional payment, the Policy would lapse.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS 
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF 
PAST OR FUTURE INVESTMENT RATES OF RETURN. 

ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND 
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY 
AN OWNER AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUND. THE DEATH 
BENEFIT, CASH VALUE AND NET SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT 
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR 
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY WESTERN RESERVE OR 
THE FUND THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED 
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. THIS ILLUSTRATION MUST 
BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS. 

                                       40

<PAGE>

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

                                [INSERT CHART] 

                                       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/trademark/,
    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 51 periods. 

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

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

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

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

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

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

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

            PERCENT OF HOLDINGS PERIOD WITH THE FOLLOWING RESULTS: 

<TABLE>
<CAPTION>
                                                                                                    GREATER 
                                                                                                      THAN 
  HOLDING        NEGATIVE      0-5.00%       5.01-10.00%     10.01-15.00%        15.01-20.00%        20.00% 
  PERIOD          RETURN       RETURN          RETURN           RETURN              RETURN           RETURN 
- -----------    -----------   ----------    --------------   ---------------    ---------------     ----------
<S>            <C>           <C>           <C>              <C>                <C>                 <C>
  1 year          29.0%         4.3%            11.6%             7.2%              11.6%             36.2% 
  5 years         10.8%        15.4%            20.2%            27.7%              16.9%              9.2% 
 10 years          3.3%        11.7%            36.7%            21.7%              25.0%              1.7% 
 20 years          0.0%         6.0%            34.0%            54.0%               6.0%              0.0% 
<FN>
- ---------------------
Source: (c) STOCKS, BONDS, BILLS AND INFLATION 1996 YEARBOOK/trademark/, 
Ibbotson Associates, Inc., Chicago (annually updates work by Roger G. 
Ibbotson and Rex A. Sinquefield). Used with permission. All rights reserved. 
</FN>
</TABLE>

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

            THE WRL FREEDOM EQUITY PROTECTOR/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. 

   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 @ $15/Share                 $1,312.50 
Less Investment made                                     (900.00) 
                                                       ---------
Gain/Profit                                            $  412.50 

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

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

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

                        INDEX TO FINANCIAL STATEMENTS 

WRL SERIES LIFE ACCOUNT: 

   Statements of assets, liabilities and equity accounts at September 30, 
   1996 (unaudited) 

   Statements of operations and statements of changes in equity accounts as 
   of September 30, 1996 (unaudited) 

   Notes to Financial Statements (unaudited) 

   Report of Independent Accountants dated January 31, 1996 

   Statements of assets, liabilities and equity accounts at December 31, 1995 

   Statements of operations for the year ended December 31, 1995 and 
   statements 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: 

   Statutory-Basis Balance Sheet as of September 30, 1996 (unaudited) 

   Statutory-Basis Statement of Operations as of September 30, 1996 
   (unaudited) 

   Statutory-Basis Statement of Changes in Capital and Surplus as of 
   September 30, 1996 (unaudited) 

   Statutory-Basis Statement of Cash Flows as of September 30, 1996 
   (unaudited) 

   Note to Statutory-Basis Financial Statements (unaudited) 

   Report of Independent Auditors dated February 23, 1996 

   Statutory-Basis Balance Sheets 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 Fows for the years ended December 31, 
   1995, 1994, and 1993 

   Notes to Statutory-Basis Financial Statements 

   Statutory-Basis Financial Statement Schedules 

WRL00011-01/97 

                                       44


<PAGE>


WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                   SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Money Market Portfolio
       (14,772,612.310 shares;
       cost $ 14,772,612) ...................................  $14,772,612

  Accrued transfers from (to) depositor - net ...............       38,350
                                                               -----------
       Total assets .........................................   14,810,962
                                                               -----------

LIABILITIES: ................................................            0
                                                               -----------

       Total net assets .....................................  $14,810,962
                                                               ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

  Money Market sub-account
       (968,329.525481 units;
       $15.295374 unit value) ...............................  $14,810,962
                                                               -----------

       Total equity .........................................  $14,810,962
                                                               ===========


STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996

     Dividend income ......................................      $426,457
     Capital gain distributions ...........................             0
                                                                 --------
                                                                  426,457

EXPENSES:

     Mortality and expense risk charges ...................        76,494
                                                                 --------

       Net investment income (loss) .......................       349,963
                                                                 --------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ............................             0
     Change in unrealized appreciation
       (depreciation) .....................................             0
                                                                 --------
       Net gain (loss) on investments .....................             0
                                                                 --------

         Net increase (decrease) in equity
           accounts resulting from operations .............      $349,963
                                                                 ========

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                               NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                   SEPTEMBER 30, 1996     DECEMBER 31, 1995

<S>                                                             <C>                    <C>
  Net investment income (loss)...............................   $     349,963          $    397,410
  Net gain (loss) on investments.............................               0                     0
                                                                -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations...............................         349,963               397,410
                                                                -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)........................       6,152,998             3,139,280
                                                                -------------          ------------
  Less cost of units redeemed:
     Administrative charges..................................       1,753,507             1,356,484
     Policy loans............................................         179,641               219,767
     Surrender benefits......................................         499,065               899,893
     Death benefits..........................................          18,410                 7,670
                                                                -------------          ------------
                                                                    2,450,623             2,483,814
                                                                -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions.............................       3,702,375               655,466
                                                                -------------          ------------
     Net increase (decrease) in equity accounts..............       4,052,338             1,052,876

EQUITY ACCOUNTS:

  7Beginning of period.......................................      10,758,624             9,705,748
                                                                -------------          ------------
  End of period..............................................   $  14,810,962          $ 10,758,624
                                                                =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               1


<PAGE>


WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                                      SEPT. 30                  DECEMBER 31
                                                      --------  -----------------------------------------------
                                                        1996      1995      1994      1993      1992      1991
                                                      --------  -------   -------   -------   -------   -------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>
Accumulation unit value, beginning of period          $ 14.83   $ 14.19   $ 13.84   $ 13.63   $ 13.33   $ 12.78

   Income from operations:
     Net investment income (loss)........                 .47       .64       .35       .21       .30       .55
     Net realized and unrealized
       gain (loss) on investments........                 .00       .00       .00       .00       .00       .00
                                                      -------   -------   -------   -------   -------   -------
       Total income (loss) from operations                .47       .64       .35       .21       .30       .55
                                                      -------   -------   -------   -------   -------   -------


Accumulation unit value, end of period...             $ 15.30   $ 14.83   $ 14.19   $ 13.84  $ 13.63   $ 13.33
                                                      =======   =======   =======   =======  =======   =======


Total return.............................                3.13%     4.49%     2.58%     1.52%    2.24%     4.34%

Ratios and supplemental data:
   Net assets at end of period (in thousands)         $14,811   $10,759   $ 9,706   $ 4,985  $ 4,619   $ 4,042
   Ratio of net investment income (loss) to
     average net assets**................                4.09%     4.37%     2.66%     1.51%    2.12%     4.28%
</TABLE>

  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.


  ** This ratio is annualized for the period ended September 30, 1996.


   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               2


<PAGE>


WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Bond Portfolio
       (1,029,776.221 shares;
       cost $11,356,557) ..................................     $ 11,044,802

  Accrued transfers from (to) depositor - net .............           (8,481)
                                                                ------------
       Total assets .......................................       11,036,321
                                                                ------------

LIABILITIES: ..............................................                0
                                                                ------------

       Total net assets ...................................     $ 11,036,321
                                                                ============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Bond sub-account
       (580,868.722716 units;
       $18.999682 unit value) .............................     $ 11,036,321
                                                                ------------

       Total equity .......................................     $ 11,036,321
                                                                ============

STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                            ------------------

     Dividend income ......................................      $ 288,871
     Capital gain distributions ...........................              0
                                                                 ---------
                                                                   288,871

EXPENSES:

     Mortality and expense risk charges ...................         69,846
                                                                 ---------

       Net investment income (loss) .......................        219,025
                                                                 ---------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ............................       (114,753)
     Unrealized appreciation (depreciation) ...............       (464,520)
                                                                 ---------
       Net gain (loss) on investments .....................       (579,273)
                                                                 ---------

         Net increase (decrease) in net assets
           resulting from operations ......................      $(360,248)
                                                                 =========


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                           NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                               SEPTEMBER 30, 1996     DECEMBER 31, 1995
                                                          ------------------     -----------------
<S>                                                         <C>                    <C>
  Net investment income (loss)............................  $     219,025          $    459,977
  Net gain (loss) on investments..........................       (579,273)            1,080,157
                                                            -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations............................       (360,248)            1,540,134
                                                            -------------          ------------

EQUITY TRANSACTIONS:

  Proceeds from units sold (redeemed):....................      2,715,612             3,749,029
                                                            -------------          ------------
  Less cost of units redeemed:
     Administrative charges...............................        953,693               916,494
     Policy loans.........................................        148,082               197,829
     Surrender benefits...................................        260,483               357,384
     Death benefits.......................................         22,917                10,202
                                                            -------------          ------------
                                                                1,385,175             1,481,909
                                                            -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions..........................      1,330,437             2,267,120
                                                            -------------          ------------
     Net increase (decrease) in equity accounts...........        970,189             3,807,254

EQUITY ACCOUNTS:

  Beginning of period.....................................     10,066,132             6,258,878
                                                            -------------          ------------
  End of period...........................................  $  11,036,321          $ 10,066,132
                                                            =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               3


<PAGE>


WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
                                               SEPT. 30                    DECEMBER 31
                                               --------  -----------------------------------------------
                                                 1996     1995      1994      1993      1992      1991
                                               --------  -------   -------   -------   -------   -------
<S>                                            <C>       <C>       <C>       <C>       <C>       <C>
Accumulation unit value, beginning of period   $ 19.67   $ 16.14   $ 17.50   $ 15.57   $ 14.68   $ 12.48

   Income from operations:
     Net investment income (loss)........          .40      1.05       .89      2.11      1.00       .48
     Net realized and unrealized
       gain (loss) on investments........        (1.07)     2.48     (2.25)     (.18)     (.11)     1.72
                                               -------   -------   -------   -------   -------   -------
       Total income (loss) from operations        (.67)     3.53     (1.36)     1.93       .89      2.20
                                               -------   -------   -------   -------   -------   -------


Accumulation unit value, end of period...      $ 19.00   $ 19.67   $ 16.14   $ 17.50   $ 15.57   $ 14.68
                                               =======   =======   =======   =======   =======   =======


Total return.............................        (3.43)%   21.89%    (7.77)%   12.40%     6.08%    17.63%

Ratios and supplemental data:
   Net assets at end of period (in thousands)  $11,036   $10,066   $ 6,259   $ 6,985   $ 4,558   $ 3,055
   Ratio of net investment income (loss) to
     average net assets**................         2.86%     5.80%     5.57%    12.92%     6.69%     3.59%
- ----------------
<FN>
  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.


  ** This ratio is annualized for the period ended September 30, 1996.
</FN>
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               4


<PAGE>


WRL SERIES LIFE ACCOUNT
GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                   SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Growth Portfolio
       (9,051,069.555 shares;
       cost $ 233,268,655) ...............................   $ 333,851,051

  Accrued transfers from (to) depositor - net ............        (277,798)
                                                             -------------
       Total assets ......................................     333,573,253
                                                             -------------

LIABILITIES: .............................................               0
                                                             -------------

       Total net assets ..................................   $ 333,573,253
                                                             =============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Growth sub-account
       (6,908,195.647892 units;
       $ 48.286596 unit value)...............                $ 333,573,253
                                                             -------------

       Total equity..........................                $ 333,573,253
                                                             =============


STATEMENT OF OPERATIONS
                                                           NINE MONTHS ENDED
INVESTMENT INCOME:                                         SEPTEMBER 30, 1996

     Dividend income .....................................    $    860,787
     Capital gain distributions ..........................       1,077,884
                                                              ------------
                                                                 1,938,671

EXPENSES:

     Mortality and expense risk charges ..................       1,997,056
                                                              ------------

       Net investment income (loss) ......................         (58,385)
                                                              ------------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ...........................       4,232,941
     Change in unrealized appreciation
     (depreciation) ......................................      40,880,353
                                                              ------------
     Net gain (loss) on investments ......................      45,113,294
                                                              ------------

       Net increase (decrease) in equity accounts
         resulting from operations .......................    $ 45,054,909
                                                              ============


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                           NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                               SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                         <C>                    <C>
  Net investment income (loss)............................  $     (58,385)         $  23,250,380
  Net gain (loss) on investments..........................     45,113,294             54,801,782
                                                            -------------          -------------
  Net increase (decrease) in equity accounts
     resulting from operations............................     45,054,909             78,052,162
                                                            -------------          -------------


EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed).....................     62,530,238             61,850,933
                                                            -------------          -------------
  Less cost of units redeemed:
     Administrative charges...............................     21,253,460             23,714,204
     Policy loans.........................................      6,128,299              5,518,596
     Surrender benefits...................................      8,699,115              8,982,170
     Death benefits.......................................        398,125                711,078
                                                            -------------          -------------
                                                               36,478,999             38,926,048
                                                            -------------          -------------

     Increase (decrease) in equity accounts from
       capital unit transactions..........................     26,051,239             22,924,885
                                                            -------------          -------------
     Net increase (decrease) in equity accounts...........     71,106,148            100,977,047

EQUITY ACCOUNTS:

  Beginning of period.....................................    262,467,105            161,490,058
                                                            -------------          -------------
  End of period...........................................  $ 333,573,253          $ 262,467,105
                                                            =============          =============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               5


<PAGE>


WRL
SERIES LIFE ACCOUNT GROWTH SUB-ACCOUNT 
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>

                                               SEPT. 30                       DECEMBER 31
                                               --------   ----------------------------------------------------
                                                 1996       1995       1994       1993       1992       1991
                                               --------   --------   --------   --------   --------   --------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>
Accumulation unit value, beginning of period   $  41.47   $  28.44   $  31.30   $  30.37   $  29.95   $  18.91

   Income from operations: 
     Net investment income (loss)........          (.01)      3.89        .04        .46       1.09       1.72
     Net realized and unrealized
       gain (loss) on investments........          6.83       9.14      (2.90)       .47       (.67)      9.32
                                               --------   --------   --------   --------   --------   --------
       Total income (loss) from operations         6.82      13.03      (2.86)       .93        .42      11.04
                                               --------   --------   --------   --------   --------   --------


Accumulation unit value, end of period...      $  48.29   $  41.47   $  28.44   $  31.30   $  30.37   $  29.95
                                               ========   ========   ========   ========   ========   ========


Total return.............................         16.44%     45.81%     (9.13)%     3.06%      1.41%     58.37%

Ratios and supplemental data:
   Net assets at end of period (in thousands)  $333,573   $262,467   $161,490   $169,757   $146,053   $111,375
   Ratio of net investment income (loss) to
     average net assets**................          (.03)%    11.05%       .16%      1.56%      3.84%      7.14%
- ----------------
<FN>
  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.
</FN>
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               6


<PAGE>


WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                    SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Short-to-Intermediate Government Portfolio
       (144,126.953 shares;
       cost $ 1,484,619) ....................................  $ 1,497,493
                                                               
  Accrued transfers from (to) depositor - net ...............       (1,871)
                                                               -----------
       Total assets .........................................    1,495,622
                                                               -----------

LIABILITIES: ................................................            0
                                                               -----------

       Total net assets .....................................  $ 1,495,622
                                                               ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

       Short-to-Intermediate Government sub-account
       (128,515.024738 units;
       $11.637719 unit value) ...............................  $ 1,495,622
                                                               -----------
       Total equity .........................................  $ 1,495,622
                                                               ===========


STATEMENT OF OPERATIONS
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30,1996
                                                              -----------------

     Dividend income .......................................      $ 23,677
     Capital gain distributions ............................             0
                                                                  --------
                                                                    23,677

EXPENSES:

     Mortality and expense risk charges ....................        10,115
                                                                  --------

       Net investment income (loss) ........................        13,562
                                                                  --------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions .............................        22,518
     Change in unrealized appreciation
      (depreciation) .......................................       (25,656)
                                                                  --------
       Net gain (loss) on investments ......................        (3,139)
                                                                  --------

         Net increase (decrease) in net assets
         resulting from operations .........................      $ 10,423
                                                                  ========


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                       NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                            SEPTEMBER 30,1996     DECEMBER 31, 1995
<S>                                                     <C>                    <C>
  Net investment income (loss)........................  $      13,562          $     62,086
  Net gain (loss) on investments......................         (3,139)               68,387
                                                        -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations........................         10,423               130,473
                                                        -------------          ------------

EQUITY TRANSACTIONS:
   Proceeds from units sold (redeemed)................        144,541               679,242
                                                        -------------          ------------
  Less cost of units redeemed:
     Administrative charges...........................        130,446               141,954
     Policy loans.....................................         27,903                52,521
     Surrender benefits...............................         18,978                41,967
     Death benefits..................................               0                   144
                                                        -------------          ------------
                                                              177,327               236,586
                                                        -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions......................        (32,786)              442,656
                                                        -------------          ------------
     Net increase (decrease) in equity accounts.......        (22,363)              573,129

EQUITY ACCOUNTS:

  Beginning of period.................................      1,517,985               944,856
                                                        -------------          ------------
  End of period.......................................  $   1,495,622          $  1,517,985
                                                        =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               7


<PAGE>


WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                               SEPT. 30                DECEMBER 31
                                               -------   -------------------------------------
                                                 1996     1995      1994      1993      1992\dagger\
                                               -------   -------   -------   -------   -------
<S>                                            <C>       <C>       <C>       <C>       <C> 
Accumulation unit value, beginning of period   $ 11.55   $ 10.27   $ 10.40   $ 10.04   $ 10.00

   Income from operations:
     Net investment income (loss)........          .10       .61       .40       .14       .01
     Net realized and unrealized
       gain (loss) on investments........         (.01)      .67      (.53)      .22       .03
                                               -------   -------   -------   -------   -------
       Total income (loss) from operations         .09      1.28      (.13)      .36       .04
                                               -------   -------   -------   -------   -------


Accumulation unit value, end of period...      $ 11.64   $ 11.55   $ 10.27   $ 10.40   $ 10.04
                                               =======   =======   =======   =======   =======


Total return.............................          .73%    12.53%    (1.32)%    3.64%      .38%

Ratios and supplemental data:
   Net assets at end of period (in thousands)    1,496   $ 1,518   $   945   $ 1,408   $   803
   Ratio of net investment income (loss) to
     average net assets**................         1.22%     5.53%     4.06%     1.39%      .16%
- ------------
<FN>
  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period. ** This ratio is
     annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was December 3, 1992. The
           total return is not annualized.
</FN>
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               8


<PAGE>


WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                     SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Global Portfolio
       (3,830,440.472 shares;
       cost $ 59,223,121) ..................................    $72,234,094

  Accrued transfers from (to) depositor - net ..............         32,463
                                                                -----------
       Total assets ........................................     72,266,557
                                                                -----------

LIABILITIES: ...............................................              0
                                                                -----------

       Total net assets ....................................    $72,266,557
                                                                ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

       Global sub-account
       (4,974,425.092964 units;
       $ 14.527620 unit value) .............................    $72,266,557
                                                                -----------

       Total equity ........................................    $72,266,557
                                                                ===========



STATEMENT OF OPERATIONS
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30,1996

     Dividend income ........................................    $  354,841
     Capital gain distributions .............................       114,391
                                                                 ----------
                                                                    469,232

EXPENSES:

     Mortality and expense risk charges .....................       368,006
                                                                 ----------

       Net investment income (loss) .........................       101,226
                                                                 ----------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ..............................       282,560
     Unrealized appreciation (depreciation) .................     9,409,784
                                                                 ----------
       Net gain (loss) on investments .......................     9,692,344
                                                                 ----------

       Net increase (decrease) in net assets
           resulting from operations ........................    $9,793,570
                                                                 ==========

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                    SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                              <C>                    <C>
  Net investment income (loss).................................  $     101,226          $  1,187,745
  Net gain (loss) on investments...............................      9,692,344             4,626,003
                                                                 -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations.................................      9,793,570             5,813,748
                                                                 -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)..........................     32,319,930            15,012,786
                                                                 -------------          ------------
  Less cost of units redeemed:
     Administrative charges....................................      4,391,586             4,017,781
     Policy loans..............................................        887,801               666,264
     Surrender benefits........................................      1,309,265               721,584
     Death benefits............................................         38,835                44,234
                                                                 -------------          ------------
                                                                     6,627,487             5,449,863
                                                                 -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions...............................     25,692,443             9,562,923
                                                                 -------------          ------------
     Net increase (decrease) in equity accounts................     35,486,013            15,376,671
  Depositors' equity contribution (redemption)..................      (268,153)                    0

EQUITY ACCOUNTS:

  Beginning of period..........................................     37,048,697            21,672,026
                                                                 -------------          ------------
  End of period................................................  $  72,266,557          $ 37,048,697
                                                                 =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               9


<PAGE>


WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                              SEPT. 30     DECEMBER 31
                                              --------  -----------------
                                                1996      1995      1994\dagger\
                                              --------  -------   -------
Accumulation unit value, beginning of period  $ 11.95   $  9.80   $ 10.00

   Income from operations:
     Net investment income (loss)........         .03       .45       .71
     Net realized and unrealized
       gain (loss) on investments........        2.55      1.70      (.91)
                                              -------   -------   -------
       Total income (loss) from operations       2.58      2.15      (.20)
                                              -------   -------   -------


Accumulation unit value, end of period...     $ 14.53   $ 11.95   $  9.80
                                              =======   =======   =======


Total return.............................       21.57%    21.96%    (2.02)%

Ratios and supplemental data:
   Net assets at end of period (in thousands) $72,267   $37,049   $21,672
   Ratio of net investment income (loss) to
     average net assets**................         .29%     4.25%     7.39%


  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.



  ** This ratio is annualized for the period ended September 30, 1996.

  \dagger\  The inception date of this sub-account was March 1, 1994. The total 
            return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              10


<PAGE>


WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                    SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Equity-Income Portfolio
       (3,657,160.333 shares;
       cost $ 43,154,636) .................................   $ 50,638,542

  Accrued transfers from (to) depositor - net .............        (53,412)
                                                              ------------
       Total assets .......................................     50,585,130
                                                              ------------

LIABILITIES: ..............................................              0
                                                              ------------

       Total net assets ...................................   $ 50,585,130
                                                              ============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Equity-Income sub-account
       (3,414,735.720554 units;
       $ 14.813776 unit value) ............................   $ 50,585,130
                                                              ------------

       Total equity .......................................   $ 50,585,130
                                                              ============


STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                           
     Dividend income ......................................     $  312,575
     Capital gain distributions ...........................         84,620
                                                                ----------
                                                                   397,195

EXPENSES:

     Mortality and expense risk charges ...................        302,955
                                                                ----------

       Net investment income (loss) .......................         94,240
                                                                ----------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ............................        228,689
     Unrealized appreciation (depreciation) ...............      3,032,915
                                                                ----------
       Net gain (loss) on investments .....................      3,261,604
                                                                ----------

         Net increase (decrease) in net assets
           resulting from operations ......................     $3,355,844
                                                                ==========

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                 NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                     SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                               <C>                    <C>
  Net investment income (loss)..................................  $      94,240          $  1,756,089
  Net gain (loss) on investments................................      3,261,604             4,992,475
                                                                  -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations..................................      3,355,844             6,748,564
                                                                  -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...........................     12,500,597            14,236,727
                                                                  -------------          ------------
  Less cost of units redeemed:
     Administrative charges.....................................      3,263,409             3,380,854
     Policy loans...............................................        716,938               657,750
     Surrender benefits.........................................        853,076               918,863
     Death benefits.............................................         86,163                28,153
                                                                  -------------          ------------
                                                                      4,919,586             4,985,620
                                                                  -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions................................      7,581,011             9,251,107
                                                                  -------------          ------------
     Net increase (decrease) in equity accounts.................     10,936,855            15,999,671


EQUITY ACCOUNTS:

  Beginning of period...........................................     39,648,275            23,648,604
                                                                  -------------          ------------
  End of period.................................................  $  50,585,130          $ 39,648,275
                                                                  =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              11


<PAGE>


WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED


                                               SEPT. 30          DECEMBER 31
                                               --------  ---------------------------
                                                1996      1995      1994      1993\dagger\
                                               --------  -------   -------   -------
<S>                                            <C>       <C>       <C>       <C>
Accumulation unit value, beginning of period   $ 13.74   $ 11.12   $ 11.28   $ 10.00

   Income from operations:
     Net investment income (loss)........          .03       .68       .18       .19
     Net realized and unrealized
       gain (loss) on investments........         1.04      1.94      (.34)     1.09
                                               -------   -------   -------   -------
       Total income (loss) from operations        1.07      2.62      (.16)     1.28
                                               -------   -------   -------   -------   


Accumulation unit value, end of period...      $ 14.81   $ 13.74   $ 11.12   $ 11.28
                                               =======   =======   =======   =======


Total return.............................         7.82%    23.55%    (1.42)%   12.81%

Ratios and supplemental data:
   Net assets at end of period (in thousands)  $50,585   $39,648   $23,649   $13,343
   Ratio of net investment income (loss) to
     average net assets**................          .28%     5.47%     1.93%     1.89%
- ----------------------------
<FN>
  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

  dagger\  The inception date of this sub-account was March 1, 1993. The total 
           return is not annualized.
</FN>
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              12


<PAGE>


WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                    SEPTEMBER 30, 1996

  Aggressive Investments at net asset value:
     WRL Series Fund, Inc.:
       Aggressive Growth Portfolio
       (3,454,037.947 shares;
       cost $ 45,039,041) .................................   $ 48,078,822

  Accrued transfers from (to) depositor - net .............        (46,950)
                                                              ------------
       Total assets .......................................     48,031,872
                                                              ------------

LIABILITIES: ..............................................              0
                                                              ------------

       Total net assets ...................................   $ 48,031,872
                                                              ============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Aggressive Growth sub-account
       (3,364,595.750104 units;
       $14.275674 unit value) .............................   $ 48,031,872
                                                              ------------

       Total equity .......................................   $ 48,031,872
                                                              ============


STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996

     Dividend income .......................................    $  614,817
     Capital gain distributions ............................       216,587
                                                                ----------
                                                                   831,404

EXPENSES:

     Mortality and expense risk charges ....................       278,502
                                                                ----------

       Net investment income (loss) ........................       552,902
                                                                ----------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions .............................     1,954,191
     Unrealized appreciation (depreciation) ................        22,556
                                                                ----------
       Net gain (loss) on investments ......................     1,976,747
                                                                ----------

         Net increase (decrease) in net assets
           resulting from operations .......................    $2,529,649
                                                                ==========


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                 NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                     SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                               <C>                    <C>
  Net investment income (loss)..................................  $     552,902          $    663,994
  Net gain (loss) on investments................................      1,976,747             4,424,350
                                                                  -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations..................................      2,529,649             5,088,344
                                                                  -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...........................     18,767,881            23,169,917
                                                                  -------------          ------------
  Less cost of units redeemed:
     Administrative charges.....................................      4,483,421             2,568,298
     Policy loans...............................................        609,118               627,821
     Surrender benefits.........................................      1,070,651               712,307
     Death benefits.............................................          6,437                80,922
                                                                  -------------          ------------
                                                                      6,169,627             3,989,348
                                                                  -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions................................     12,598,254            19,180,569
                                                                  -------------          ------------
     Net increase (decrease) in equity accounts.................     15,127,903            24,268,913

  Depositor's equity contribution (redemption)..................              0              (274,290)

EQUITY ACCOUNTS:

  Beginning of period...........................................     32,903,969             8,909,346
                                                                  -------------          ------------
  End of period.................................................  $  48,031,872          $ 32,903,969
                                                                  =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              13


<PAGE>


WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED


                                               SEPT. 30     DECEMBER 31
                                               --------  -----------------
                                                 1996      1995     1994\dagger\
                                               --------  -------   -------
Accumulation unit value, beginning of period   $ 13.43   $  9.82   $ 10.00

   Income from operations:
     Net investment income (loss)........          .18       .37      (.06)
     Net realized and unrealized
       gain (loss) on investments........          .67      3.24      (.12)
                                               -------   -------   -------
       Total income (loss) from operations         .85      3.61      (.18)
                                               -------   -------   -------


Accumulation unit value, end of period...      $ 14.28   $ 13.43   $  9.82
                                               =======   =======   =======


Total return.............................         6.33%    36.79%    (1.85)%
Ratios and supplemental data:
   Net assets at end of period (in thousands)  $48,032   $32,904   $ 8,909
   Ratio of net investment income (loss) to
     average net assets**................         1.81%     2.93%     (.60)%


  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996

  \dagger\ The inception date of this sub-account was March 1, 1994. The total
           return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              14


<PAGE>


WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                    SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Balanced Portfolio
       (478,127.36 shares;
       cost $ 4,853,852) ..................................   $ 5,273,193

  Accrued transfers from (to) depositor - net .............        (6,158)
                                                              -----------
       Total assets .......................................     5,267,035
                                                              -----------

LIABILITIES: ..............................................             0
                                                              -----------

       Total net assets ...................................   $ 5,267,035
                                                              ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

       Balanced sub-account
       (456,622.641047 units;
       $ 11.534766 unit value) ............................   $ 5,267,035
                                                              -----------

       Total equity .......................................   $ 5,267,035
                                                              ===========



STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996

     Dividend income ........................................    $ 31,381
     Capital gain distributions .............................           0
                                                                 --------
                                                                   31,381

EXPENSES:

     Mortality and expense risk charges .....................      31,297
                                                                 --------

       Net investment income (loss) .........................          84
                                                                 --------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ..............................      67,906
     Unrealized appreciation (depreciation) .................     106,741
                                                                 --------
       Net gain (loss) on investments .......................     174,647
                                                                 --------

         Net increase (decrease) in net assets
           resulting from operations ........................    $174,731
                                                                 ========

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                  NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                      SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                                <C>                    <C>    
  Net investment income (loss)...................................  $          84          $    102,635
  Net gain (loss) on investments.................................        174,647               401,549
                                                                   -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations...................................        174,731               504,184
                                                                   -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)............................      2,043,775             1,545,514
                                                                   -------------          ------------
  Less cost of units redeemed:
     Administrative charges......................................        404,262               327,290
     Policy loans................................................         55,007                29,025
     Surrender benefits..........................................         63,488                27,726
     Death benefits..............................................          3,933                14,881
                                                                   -------------          ------------
                                                                         526,690               398,852
                                                                   -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions.................................      1,517,085             1,146,662
                                                                   -------------          ------------
     Net increase (decrease) in equity accounts..................      1,691,816             1,650,846

  Depositor's equity contribution (redemption)...................       (220,175)                    0

EQUITY ACCOUNTS:

  Beginning of period............................................      3,795,394             2,144,548
                                                                   -------------          ------------
  End of period..................................................  $   5,267,035          $  3,795,394
                                                                   =============          ============
</TABLE>
                            
   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                              15


<PAGE>


WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


                                                SEPT.30       DECEMBER 31
                                               --------  -----------------------
                                                 1996     1995      1994\dagger\
                                               --------  -------   -------------

Accumulation unit value, beginning of period   $ 11.13   $  9.37   $ 10.00

   Income from operations:
     Net investment income (loss)........          .00       .37       .22
     Net realized and unrealized
       gain (loss) on investments........          .40      1.39      (.85)
                                               -------   -------   -------
       Total income (loss) from operations         .40      1.76      (.63)
                                               -------   -------   -------


Accumulation unit value, end of period...      $ 11.53   $ 11.13   $  9.37
                                               =======   =======   =======


Total return.............................         3.68%    18.73%    (6.29)%

Ratios and supplemental data:
   Net assets at end of period (in thousands)  $ 5,267   $ 3,795   $ 2,145
   Ratio of net investment income (loss) to
     average net assets**................          .00%     3.59%     2.55%


  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996

  \dagger\ The inception date of this sub-account was March 1, 1994. The total
           return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              16


<PAGE>


WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                     SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Emerging Growth Portfolio
       (5,215,027.007 shares;
       cost $ 72,827,461) ..................................   $104,681,427

  Accrued transfers from (to) depositor - net ..............         54,104
                                                               ------------
       Total assets ........................................    104,735,531
                                                               ------------

LIABILITIES: ...............................................              0
                                                               ------------

       Total net assets ....................................   $104,735,531
                                                               ============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Emerging Growth sub-account
       (5,143,416.816593 units;
       $ 20.363026 unit value) .............................   $104,735,531
                                                               ------------

       Total equity ........................................   $104,735,531
                                                               ============



STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996

     Dividend income ....................................      $      3,998
     Capital gain distributions .........................           178,386
                                                               ------------
                                                                    182,384

EXPENSES:

     Mortality and expense risk charges .................           564,594
                                                               ------------

       Net investment income (loss) .....................          (382,210)
                                                               ------------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ..........................           858,061
     Unrealized appreciation (depreciation) .............        17,300,721
                                                               ------------
       Net gain (loss) on investments ...................        18,158,782
                                                               ------------

         Net increase (decrease) in net assets
           resulting from operations ....................      $ 17,776,572
                                                               ============

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                               NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                   SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                             <C>                    <C>
  Net investment income (loss)................................  $    (382,210)         $  2,356,904
  Net gain (loss) on investments..............................     18,158,782            16,180,870
                                                                -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations................................     17,776,572            18,537,774
                                                                -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed).........................     28,842,554            21,556,186
                                                                -------------          ------------
  Less cost of units redeemed:
     Administrative charges...................................      6,379,364             5,846,452
     Policy loans.............................................      1,447,069             1,387,434
     Surrender benefits.......................................      1,930,578             1,602,690
     Death benefits...........................................         31,537                38,971
                                                                -------------          ------------
                                                                    9,788,548             8,875,547
                                                                -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions..............................     19,054,006            12,680,639
                                                                -------------          ------------
     Net increase (decrease) in equity accounts...............     36,830,578            31,218,413

EQUITY ACCOUNTS:

  Beginning of period.........................................     67,904,953            36,686,540
                                                                -------------          ------------
  End of period...............................................  $ 104,735,531          $ 67,904,953
                                                                =============          ============
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              17


<PAGE>


WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                               SEPT. 30             DECEMBER 31
                                               --------   ---------------------------------
                                                1996       1995      1994      1993\dagger\
                                               --------   -------   -------   -------------
<S>                                            <C>        <C>       <C>       <C>   
Accumulation unit value, beginning of period   $ 16.56    $ 11.38   $ 12.40   $ 10.00

   Income from operations:
     Net investment income (loss)........         (.08)       .65      (.09)     (.09)
     Net realized and unrealized
       gain (loss) on investments........         3.88       4.53      (.93)     2.49
                                               -------    -------   -------   -------
       Total income (loss) from operations        3.80       5.18     (1.02)     2.40
                                               -------    -------   -------   ------


Accumulation unit value, end of period...      $ 20.36    $ 16.56   $ 11.38   $ 12.40
                                               =======    =======   =======   =======


Total return.............................        22.98%     45.49%    (8.18)%   23.96%

Ratios and supplemental data:
   Net assets at end of period (in thousands)  $104,736   $67,905   $36,687   $18,620
   Ratio of net investment income (loss) to
     average net assets**................          (.62)%    4.66%     (.86)%    (.77)%

- ------------------
<FN>
  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996

  \dagger\ The inception date of this sub-account was March 1, 1993. The total
           return is not annualized.
</FN>
</TABLE>

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              18


<PAGE>


WRL SERIES LIFE ACCOUNT
UTILITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Utility Portfolio
       (398,719.984 shares;
       cost $ 4,334,954) ....................................    $4,481,093

  Accrued transfers from (to) depositor - net ...............           315
                                                                 ----------

       Total assets .........................................     4,481,408
                                                                 ----------

LIABILITIES: ................................................             0
                                                                 ----------

       Total net assets .....................................    $4,481,408
                                                                 ==========

EQUITY ACCOUNTS:

  Policyowners' equity:

       Utility sub-account
       (376,602.892904 units;
       $ 11.899559 unit value) ..............................    $4,481,408
                                                                 ----------

       Total equity .........................................    $4,481,408
                                                                 ==========



STATEMENT OF OPERATIONS
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                           SEPTEMBER 30, 1996

     Dividend income ......................................      $  24,453
     Capital gain distributions ...........................          1,948
                                                                 ---------
                                                                    26,401

EXPENSES:

     Mortality and expense risk charges ...................         24,289
                                                                 ---------

       Net investment income (loss) .......................          2,112
                                                                 ---------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ............................        108,198
     Unrealized appreciation (depreciation) ...............        (98,824)
                                                                 ---------
       Net gain (loss) on investments .....................          9,374
                                                                 ---------

         Net increase (decrease) in net assets
           resulting from operations ......................      $  11,486
                                                                 =========


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                              NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                  SEPTEMBER 30, 1996     DECEMBER 31, 1995
<S>                                                            <C>                    <C>
  Net investment income (loss)...............................  $       2,112          $     88,634
  Net gain (loss) on investments.............................          9,374               336,528
                                                               -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations...............................         11,486               425,162
                                                               -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)........................      2,489,074             1,368,262
                                                               -------------          ------------
  Less cost of units redeemed:
     Administrative charges..................................        303,641               221,419
     Policy loans............................................         43,852                26,862
     Surrender benefits......................................         67,364               126,576
     Death benefits..........................................          2,733                 2,896
                                                               -------------          ------------
                                                                     417,590               377,753
                                                               -------------          ------------

     Increase (decrease) in equity accounts from
       capital unit transactions.............................      2,071,484               990,509
                                                               -------------          ------------
     Net increase (decrease) in equity accounts..............      2,082,970             1,415,671
     Depositors' equity contribution (redemption)............       (232,644)                    0

EQUITY ACCOUNTS:

  Beginning of period........................................      2,631,082             1,215,411
                                                               -------------          ------------
  End of period..............................................  $   4,481,408          $  2,631,082
                                                               =============          ============
</TABLE>


   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              19


<PAGE>


WRL SERIES LIFE ACCOUNT 
UTILITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED



                                               SEPT. 30     DECEMBER 31
                                               --------  -----------------
                                                1996      1995      1994\dagger
                                               --------  -------   -------
Accumulation unit value, beginning of period   $ 11.77   $  9.49   $ 10.00

   Income from operations:
     Net investment income (loss)........          .01       .49       .29
     Net realized and unrealized 
       gain (loss) on investments........          .12      1.79      (.80)
                                               -------   -------   -------
       Total income (loss) from operations         .13      2.28      (.51)
                                               -------   -------   -------


Accumulation unit value, end of period...      $ 11.90   $ 11.77   $  9.49
                                               =======   =======   =======


Total return.............................         1.06%    24.14%    (5.15)%

Ratios and supplemental data:
   Net assets at end of period (in thousands)   $4,481    $2,631   $ 1,215
   Ratio of net investment income (loss) to
     average net assets..................          .08%     4.57%     3.09%


  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996

  \dagger\ The inception date of this sub-account was March 1, 1994. The total
           return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              20


<PAGE>


WRL SERIES LIFE ACCOUNT
TACTICAL  ASSET ALLOCATION SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                     SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Tactical Asset Allocation Portfolio
       (1,217,272.416 shares;
       cost $ 13,823,979) .................................    $ 14,885,662

  Accrued transfers from (to) depositor - net .............         (21,556)

       Total assets .......................................      14,864,106
                                                               ------------

LIABILITIES: ..............................................               0
                                                               ------------

       Total net assets ...................................    $ 14,864,106
                                                               ============

EQUITY ACCOUNTS:

  Policyowners' equity:

       Tactical Asset Allocation sub-account
       (1,173,005.980111 units;
       $ 12.671808 unit value) ............................    $ 14,864,106
                                                               ------------

       Total equity .......................................    $ 14,864,106
                                                               ============



STATEMENT OF OPERATIONS
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30, 1996

     Dividend income .......................................      $ 99,486
     Capital gain distributions ............................             0
                                                                  --------
                                                                    99,486

EXPENSES:

     Mortality and expense risk charges ....................        86,544
                                                                  --------

       Net investment income (loss) ........................        12,942
                                                                  --------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions .............................       296,655
     Unrealized appreciation (depreciation) ................       445,964
                                                                  --------
       Net gain (loss) on investments ......................       742,619
                                                                  --------

         Net increase (decrease) in net assets
           resulting from operations .......................      $755,561
                                                                  ========


<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                              NINE MONTHS ENDED       PERIOD ENDED
OPERATIONS:                                                  SEPTEMBER 30, 1996    DECEMBER 31, 1995*
<S>                                                            <C>                    <C>
  Net investment income (loss)...............................  $      12,942          $    314,171
  Net gain (loss) on investments.............................        742,619               733,874
                                                               -------------          ------------
  Net increase (decrease) in equity accounts
     resulting from operations...............................        755,561             1,048,045
                                                               -------------          ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)........................      6,456,969             9,081,189
                                                               -------------          ------------
  Less cost of units redeemed:
  Administrative charges.....................................        767,103               434,848
  Policy loans...............................................        253,319               145,685
  Surrender benefits.........................................        773,024                70,630
  Death benefits.............................................            835                22,440
                                                               -------------          ------------
                                                                   1,794,281               673,603
                                                               -------------          ------------

  Increase (decrease) in equity accounts from
     capital unit transactions...............................      4,662,688             8,407,586
                                                               -------------          ------------
  Net increase (decrease) in equity accounts.................      5,418,249             9,455,631
  Depositor's equity contribution (redemption)...............              0                (9,774)

EQUITY ACCOUNTS:

  Beginning of period........................................      9,445,857                     0
                                                               -------------          ------------
  End of period..............................................  $  14,864,106          $  9,445,857
                                                               =============          ============
</TABLE>
  *  The inception date of this sub-account was January 3, 1995.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              21


<PAGE>


WRL SERIES LIFE ACCOUNT
TACTICAL  ASSET ALLOCATION SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                                SEPT. 30    DECEMBER 31
                                                  1996           1995\dagger\

Accumulation unit value, beginning of period    $ 11.90       $ 10.00

   Income from operations:
     Net investment income (loss)........           .01           .61
     Net realized and unrealized
       gain (loss) on investments........           .76           1.29
                                                -------        -------
       Total income (loss) from operations          .77           1.90
                                                -------        -------


Accumulation unit value, end of period...       $ 12.67        $ 11.90
                                                =======        =======


Total return.............................          6.46%         19.03%

Ratios and supplemental data:
   Net assets at end of period (in thousands)   $14,864         $ 9,446
   Ratio of net investment income (loss) to
     average net assets**................           .14%           5.47%
 

  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was January 3, 1995. The total
           return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              22


<PAGE>


WRL SERIES LIFE ACCOUNT
C.A.S.E. GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       C.A.S.E. Growth Portfolio
       (211,216.975 shares;
       cost $ 2,608,808) ...................................    $ 2,715,157

  Accrued transfers from (to) depositor - net ..............        (56,062)
                                                                -----------
       Total assets ........................................      2,659,095
                                                                -----------

LIABILITIES: ...............................................              0
                                                                -----------

       Total net assets ....................................    $ 2,659,095
                                                                ===========

EQUITY ACCOUNTS:
  Policyowners' equity:
       C.A.S.E. Growth sub-account
       (258,931.483192 units;
       $ 10.171290 unit value) .............................    $ 2,633,667

  Depositor's equity:
       C.A.S.E. Growth sub-account
       (2,500.000000 units;
       $ 10.171290 unit value ..............................         25,428
                                                                -----------

       Total equity ........................................    $ 2,659,095
                                                                ===========



STATEMENT OF OPERATIONS
                                                               PERIOD  ENDED
INVESTMENT INCOME:                                           SEPTEMBER 30, 1996*

     Dividend income .......................................     $     739
     Capital gain distributions ............................             0
                                                                 ---------
                                                                       739

EXPENSES:

     Mortality and expense risk charges ....................         4,077
                                                                 ---------

       Net investment income (loss) ........................        (3,338)
                                                                 ---------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions .............................        (2,194)
     Unrealized appreciation (depreciation) ................       106,349
                                                                 ---------
       Net gain (loss) on investments ......................       104,155
                                                                 ---------

         Net increase (decrease) in net assets
           resulting from operations .......................     $ 100,817
                                                                 =========


STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                PERIOD ENDED
OPERATIONS:                                                  SEPTEMBER 30, 1996*

  Net investment income (loss) .............................    $    (3,338)
  Net gain (loss) on investments ...........................        104,155
                                                                -----------
  Net increase (decrease) in equity accounts
     resulting from operations .............................        100,817
                                                                -----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................      2,590,910
                                                                -----------
  Less cost of units redeemed:
     Administrative charges ................................         47,280
     Policy loans ..........................................              0
     Surrender benefits ....................................         10,352
     Death benefits ........................................              0
                                                                -----------
                                                                     57,632

     Increase (decrease) in equity accounts from
       capital unit transactions ...........................      2,533,278
                                                                -----------
     Net increase (decrease) in equity accounts ............      2,634,095
  Depositor's equity contribution (redemption) .............         25,000

EQUITY ACCOUNTS:

  Beginning of period ......................................              0
                                                                -----------
  End of period ............................................    $ 2,659,095
                                                                ===========
  *  The inception date of this sub-account was May 1, 1996.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              23


<PAGE>


WRL SERIES LIFE ACCOUNT
C.A.S.E. GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                           SEPTEMBER 30
                                               1996\dagger\

Accumulation unit value, beginning of period     $ 10.00

   Income from operations:
     Net investment income (loss)........           (.05)
     Net realized and unrealized
       gain (loss) on investments........            .22
                                                 -------
       Total income (loss) from operations           .17
                                                 -------


Accumulation unit value, end of period...        $ 10.17
                                                 =======

Total return.............................           1.71%

Ratios and supplemental data:
   Net assets at end of period (in thousands)    $ 2,659
   Ratio of net investment income (loss)
     to average net assets**.............          (1.67)%


  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was May 1, 1996. The total
           return is not annualized.

The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              24


<PAGE>


WRL SERIES LIFE ACCOUNT
VALUE EQUITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996

  Investments at net asset value:
     WRL Series Fund, Inc.:
       Value Equity Portfolio
       (503,729.939 shares;
       cost $ 5,170,272) ................................        $5,351,399

  Accrued transfers from (to) depositor - net ...........            31,656
                                                                 ----------
       Total assets .....................................         5,383,055
                                                                 ----------

LIABILITIES: ............................................                 0
                                                                 ----------

       Total net assets .................................        $5,383,055
                                                                 ==========

EQUITY ACCOUNTS:

  Policyowners' equity:

       Value Equity sub-account
       (488,616.296490 units;
       $ 10.583725 unit value) ..........................        $5,171,381

  Depositor's equity:

       Value Equity sub-account
       (20,000.000000 units;
       $ 10.583725 unit value ...........................           211,674
                                                                 ----------

       Total equity .....................................        $5,383,055
                                                                 ==========



STATEMENT OF OPERATIONS
                                                                PERIOD ENDED
INVESTMENT INCOME:                                           SEPTEMBER 30, 1996*

     Dividend income ......................................      $       0
     Capital gain distributions ...........................              0
                                                                 ---------
                                                                         0

EXPENSES:

     Mortality and expense risk charges ...................          5,878
                                                                 ---------

       Net investment income (loss) .......................         (5,878)
                                                                 ---------

Net realized and unrealized gain (loss) on investments:
     Net realized gain (loss) from
       securities transactions ............................          3,604
     Unrealized appreciation (depreciation) ...............        181,127
                                                                 ---------
       Net gain (loss) on investments .....................        184,731
                                                                 ---------
         Net increase (decrease) in net assets
           resulting from operations ......................      $ 178,853
                                                                 =========


STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                PERIOD ENDED
OPERATIONS:                                                  SEPTEMBER 30, 1996*

  Net investment income (loss) ............................     $    (5,878)
  Net gain (loss) on investments ..........................         184,731
                                                                -----------
  Net increase (decrease) in equity accounts
     resulting from operations ............................         178,853
                                                                -----------

EQUITY TRANSACTIONS:

  Proceeds from units sold (repurchased):
     Net payments (redemptions) ...........................       5,063,012
                                                                -----------
  Less cost of units redeemed:
     Cost of insurance and administrative charges .........          38,783
     Policy loans .........................................               0
     Surrender benefits ...................................          20,027
     Death benefits .......................................               0
                                                                -----------
                                                                     58,810

     Increase (decrease) in equity accounts from
       capital unit transactions ..........................       5,004,202
                                                                -----------
     Net increase (decrease) in equity accounts ...........       5,183,055
  Depositor's equity contribution (redemption) ............         200,000

EQUITY ACCOUNTS:

  Beginning of period .....................................               0
                                                                -----------
  End of period ...........................................     $ 5,383,055
                                                                ===========
  *  The inception date of this sub-account was May 1, 1996

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              25


<PAGE>


WRL SERIES LIFE ACCOUNT
VALUE EQUITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------


SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                             SEPTEMBER 30
                                                 1996\dagger\
                                             ------------

Accumulation unit value, beginning of period   $ 10.00

   Income from operations:
     Net investment income (loss)........         (.15)
     Net realized and unrealized
       gain (loss) on investments........          .73
                                               -------
       Total income (loss) from operations         .58
                                               -------


Accumulation unit value, end of period...      $ 10.58
                                               =======


Total return.............................         5.84%

Ratios and supplemental data:
   Net assets at end of period (in thousa      $ 5,383
   Ratio of net investment income to
     average net assets**................        (3.64)%


  *  The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was May 1, 1996. The total
           return is not annualized.

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              26


<PAGE>


WRL SERIES LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------

SEPTEMBER 30, 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF
           SIGNIFICANT ACCOUNTING POLICIES

    The WRL Series Life Account (the "Life Account") was established as a
variable life insurance separate account of the Western Reserve Life Assurance
Co. of Ohio ("WRL") and is registered as a unit investment trust ("Trust") under
the Investment Company Act of 1940, as amended. The Life Account contains
thirteen investment options referred to as sub-accounts. Each sub-account
invests in the corresponding portfolio of the WRL Series Fund, Inc. (the
"Fund"), a registered management investment company under the Investment Company
Act of 1940, as amended. These portfolios and their respective investment
management organizations are as follows:

PORTFOLIO                    INVESTMENT MANAGER
- ---------                    ------------------
Money Market                 J.P. Morgan Investment
                                   Management Inc.
Bond                         Janus Capital Corporation   
                                   (JCC)
Growth                       JCC
Short-to-Intermediate        AEGON USA Investment
     Government                   Management, Inc.
                                   ("AEGON Management")
Global                       JCC
Equity-Income                Luther King Asset
                                   Management Inc.
Emerging Growth              Van Kampen/American
                                   Capital Asset
                                   Management,Inc.
Aggressive Growth            Fred Alger Management,Inc.
Balanced                     AEGON Management
Utility                      Federated Investment
                                   Counseling
Tactical Asset               Dean Investment Associates
      Allocation
C.A.S.E. Growth              C.A.S.E. Management, Inc.
Value Equity                 NWQ Investment 
                                   Management Company, Inc.

    WRL and AEGON Management are indirectly wholly-owned subsidiaries of AEGON
USA, Inc., which is an indirect wholly-owned subsidiary of AEGON nv, a
Netherlands Corporation.

    On May 1, 1996, WRL made an initial contribution to the Life Account
C.A.S.E. Growth and Value Equity sub-accounts, which in turn invested in the
respective portfolios. The amount of the contribution and the units received are
as follows:

SUB-ACCOUNT                   CONTRIBUTION          UNITS
- -----------                   ------------     -------------
C.A.S.E. Growth                 $ 25,000        2,500.000000
Value Equity                     200,000       20,000.000000

    The Life Account holds assets to support the benefits under flexible premium
variable universal life insurance policies (the "Policies") issued by WRL, which
issued the first of such Policies on October 3, 1986. The Life Account's equity
transactions are accounted for using the appropriate effective date at the
corresponding accumulation unit value.

    The preparation of the financial statements in accordance wth generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.

    The following significant accounting policies, which are in conformity with
generally accepted accounting principles for unit investment trusts, have been
consistently used in preparation of the Trust's financial statements.

A.   VALUATION OF INVESTMENTS
     The investments in the Fund's shares are stated at the closing net asset
     value ("NAV") per share as determined by the Fund on September 30, 1996.
     Investment transactions are accounted for on the trade date, using the Fund
     NAV per share next determined after receipt of sale or redemption order
     without sales charges. Dividend income and capital gain distributions are
     recorded on the ex-dividend date. The cost of investments sold is
     determined on a first-in first-out basis.

B.   FEDERAL INCOME TAXES
     The operations of the Life Account are a part of and are taxed with the
     total operations of WRL, which is taxed as a life insurance company under
     the Internal Revenue Code. Under current law, the investment income of the
     Life Account, including realized and unrealized capital gains, is not
     taxable to WRL. Accordingly, no provision for Federal income taxes has been
     made.

NOTE 2 - CHARGES AND DEDUCTIONS

    Charges are assessed by WRL in connection with issuance and administration
of the Policies.

A.   POLICY CHARGES
     Under some forms of the Policies, sales and other administrative charges
are deducted by WRL prior to allocation of policyowner payments to the
sub-accounts.

- --------------------------------------------------------------------------------
                                                                              27


<PAGE>


NOTES TO FINANCIAL STATEMENTS
WRL SERIES LIFE ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------


     Thereafter, monthly administrative charges are deducted from the
     sub-accounts, some of which continue only during the first policy year.
     Contingent surrender charges may also apply.

     Under the other forms of the Policies, such "front-end" and other
     administrative charges are not deducted prior to allocation of the initial
     premium payment but may reside as contingent surrender charges.

     Under all forms of the Policy, monthly charges against policy cash values
     are made to compensate WRL for costs of insurance provided.

B.   LIFE ACCOUNT CHARGES

     A daily charge equal to an annual rate of 0.90% of average daily net assets
of the Life Account is assessed to compensate WRL for assumption of mortality
and expense risks in connection with issuance and administration of the
Policies. This charge (not assessed at the individual policy level) effectively
reduces the value of a unit outstanding during the year.

NOTE 3 - DIVIDENDS AND DISTRIBUTIONS

     Dividends of the Fund's Money Market Portfolio are declared daily and
reinvested monthly. Dividends of the remaining portfolios are declared and
reinvested semi-annually, while capital gain distributions are declared and
reinvested annually. Dividends and distributions of the Fund are generally paid
to and reinvested by the Life Account the next business day after declaration.


NOTE 4 - OTHER MATTERS

    As of September 30, 1996 the equity accounts include net unrealized
appreciation (depreciation) on investments of:

   SUB-ACCOUNT
   -----------
   Money Market..............................     $       n/a
   Bond......................................        (311,755)
   Growth....................................     100,582,396
   Short-to-Intermediate Government..........          12,874
   Global....................................      13,010,973
   Equity-Income.............................       7,483,906
   Emerging Growth...........................      31,853,966
   Aggressive Growth.........................       3,039,781
   Balanced..................................         419,341
   Utility...................................         146,139
   Tactical Asset Allocation.................       1,061,683
   C.A.S.E. Growth...........................         106,349
   Value Equity..............................         181,127

- --------------------------------------------------------------------------------
                                                                              28


<PAGE>


                      WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                            BALANCE SHEET - STATUTORY BASIS
                               AS OF SEPTEMBER 30, 1996
                              (IN THOUSANDS) (UNAUDITED)



             ASSETS
             ------

    Bonds                                                       $  397,320
    Common stocks and mutual funds                                     610
    Mortgage loans on real estate                                    6,079
    Real estate                                                      7,289
    Policy loans                                                    47,942
    Cash and short-term investments                                 (8,163)
    Separate account assets                                      3,295,321
    Other assets                                                    17,235
                                                                ----------
    Total assets                                                $3,763,633
                                                                ==========


    LIABILITIES AND CAPITAL AND SURPLUS
    -----------------------------------
    Policy reserves                                             $  299,797
    Other policy liabilities                                        30,655
    Amounts due or accrued                                          14,118
    Separate account liabilities                                 3,290,269
    Borrowed money                                                  25,900
    Asset valuation reserve                                          6,033
                                                                 ---------
    Total liabilities                                            3,666,772

    Total capital and surplus                                       96,861
                                                                 ---------
    Total liabilities, capital, and surplus                     $3,763,633
                                                                ==========

    See note to financial statements


<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF OPERATIONS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (IN THOUSANDS) (UNAUDITED)



    Premium income                                           $750,143
    Net investment income                                      27,905
    Net realized capital gains (losses)                            89
    Other income                                               10,172
    Benefit payments incurred                                (241,024)
    Decrease in policy
      and contract reserves                                    94,965
    Net transfers to separate accounts                       (491,331)
    Operating costs                                          (143,580)
                                                             --------
    Income before income taxes                                  7,339
    Federal income taxes                                       (6,002)
                                                             --------
    Net income (loss)                                        $  1,337
                                                             ========


    See note to financial statements


<PAGE>
<TABLE>
<CAPTION>


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


                                                      ADDITIONAL                     TOTAL
                                          COMMON      PAID-IN        UNASSIGNED      CAPITAL AND
                                          STOCK       CAPITAL         SURPLUS        SURPLUS 
                                         -------      ----------     ----------      -----------
<S>                                      <C>          <C>             <C>             <C>
Balance at December 31, 1995             $1,500       $68,015         $28,424         $97,939
Net income                                                              1,337           1,337
Change in reserve valuation basis           -            -             (2,246)         (2,246)
Change in Unrealized gains (losses)         -            -                147             147
Change in non-admitted assets               -            -                 96              96
Change in asset valuation reserves          -            -               (444)           (444)
Change in separate accounts surplus         -            -                 32              32
                                         ------       -------         -------         -------
Balance at September 30, 1996            $1,500       $68,015         $27,346         $96,861
                                         ======       =======         =======         =======
</TABLE>

See note to financial statements


<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF CASH FLOWS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (IN THOUSANDS) (UNAUDITED)



              Operations:
         Cash from insurance operations                        $(126,122)
         Investment income received                               28,529
         Federal income taxes                                     (5,624)
                                                               ---------
         Cash provided (used) by operations                     (103,217)
                                                               ---------
              Investment activities:
         Proceeds from sale or maturity of
           long-term invested assets                              92,739
         Cost of long-term investments acquired                  (32,327)
         Other, net                                               10,243
                                                               ---------
         Cash provided (used) by
           investment activities                                  70,655
                                                                ---------
              Financing activities:
         Increase (decrease) in borrowed money                    25,900
                                                                ---------
         Cash provided by (used in)
           financing activities                                   25,900
                                                                ---------
         Net increase (decrease) in cash
           and short-term investments                             (6,662)

         Cash and short-term investments:
           Beginning of year                                      (1,501
                                                               ---------
           End of period                                       $  (8,163)
                                                               =========

See note to financial statements


<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                 NOTE TO FINANCIAL STATEMENTS - STATUTORY BASIS
                      AS OF SEPTEMBER 30, 1996 (UNAUDITED)


1.  BASIS OF PRESENTATION


The accompanying unaudited statutory basis financial statements have been
prepared in accordance with statutory accounting principles for interim
financial information and the instructions to Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996. For further information, refer to the accompanying statutory
basis financial statements and notes thereto for the year ended December 31,
1995.


<PAGE>


WRL SERIES LIFE ACCOUNT
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Western Reserve Life Assurance Co. of Ohio
and Policyholders of the WRL Series Life Account

     In our opinion, the accompanying statements of assets, liabilities and
equity accounts and the related statements of operations and of changes in
equity accounts and the selected per unit data and ratios present fairly, in all
material respects, the financial position of the Money Market, Bond, Growth,
Short-to-Intermediate Government, Global, Equity-Income, Emerging Growth,
Aggressive Growth, Balanced, Utility and Tactical Asset Allocation Sub-Accounts
of the WRL Series Life Account (a separate account of Western Reserve Life
Assurance Co. of Ohio, hereafter referred to as the "Life Account") at December
31, 1995, the results of each of their operations, the changes in each of their
equity accounts and the selected per unit data and ratios for each of the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and selected per unit data and ratios (hereafter
referred to as "financial statements") are the responsibility of the Life
Account's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Kansas City, Missouri
January 31, 1996

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

                                       1


<PAGE>

WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Money Market Portfolio
      (10,819,939.810 shares;
      cost $ 10,819,940).....................   $   10,819,940

  Accrued transfers from (to)
    depositor - net..........................          (61,316)
                                             -----------------
      Total assets...........................       10,758,624
                                             -----------------
LIABILITIES:.................................                0
                                             -----------------
      Total net assets.......................   $   10,758,624
                                             =================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Money Market sub-account
      (725,394.862557 units;
      $ 14.831403 unit value)................   $   10,758,624
                                             -----------------
      Total equity...........................   $   10,758,624
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                           DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................   $     478,782
    Capital gain distributions...............               0
                                             -----------------
                                                      478,782
EXPENSES:
    Mortality and expense risk charges.......          81,372
                                             -----------------
      Net investment income (loss)...........         397,410
                                             -----------------
Net realized and unrealized gain (loss) on investments:

    Net realized gain (loss) from securities
      transactions...........................               0
    Change in unrealized appreciation
      (depreciation).........................               0
                                             -----------------
      Net gain (loss) on investments.........               0
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................   $     397,410
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED             YEAR ENDED
                                                                                         DECEMBER 31, 1995      DECEMBER 31, 1994
<S>                                                                                      <C>                    <C>
OPERATIONS:

  Net investment income (loss)...........................................................   $    397,410           $   185,968
  Net gain (loss) on investments.........................................................              0                     0
                                                                                         ----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations............................................................        397,410               185,968
                                                                                         ----------------       -----------------
EQUITY TRANSACTIONS:

  Proceeds from units sold (redeemed)....................................................      3,139,280             6,263,945
                                                                                         ----------------       -----------------
  Less cost of units redeemed:
    Administrative charges...............................................................      1,356,484             1,261,165
    Policy loans.........................................................................        219,767                57,873
    Surrender benefits...................................................................        899,893               409,880
    Death benefits.......................................................................          7,670                   562
                                                                                         ----------------       -----------------
                                                                                               2,483,814             1,729,480
                                                                                         ----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions..........................................................        655,466             4,534,465
                                                                                         ----------------       -----------------
    Net increase (decrease) in equity accounts...........................................      1,052,876             4,720,433

EQUITY ACCOUNTS:
  Beginning of period....................................................................      9,705,748             4,985,315
                                                                                         ----------------       -----------------
  End of period..........................................................................   $ 10,758,624           $ 9,705,748
                                                                                         ================       =================
</TABLE>

   The notes to the financial statements are an integral part of this report.

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

                                        2

<PAGE>  

WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                                      DECEMBER 31
                                                        ------------------------------------------------------------------------
                                                          1995            1994            1993            1992            1991
                                                        --------         -------         -------         -------         -------
<S>                                                     <C>              <C>             <C>             <C>             <C>
Accumulation unit value, beginning of period....        $  14.19         $ 13.84         $ 13.63         $ 13.33         $ 12.78
  Income from operations:
    Net investment income (loss)................             .64             .35             .21             .30             .55
    Net realized and unrealized
      gain (loss) on investments................             .00             .00             .00             .00             .00
                                                        --------         -------         -------         -------         -------
      Total income (loss) from operations.......             .64             .35             .21             .30             .55
                                                        --------         -------         -------         -------         -------
Accumulation unit value, end of period..........        $  14.83         $ 14.19         $ 13.84         $ 13.63         $ 13.33
                                                        ========         ========        ========        ========        ========
Total return....................................            4.49%           2.58%           1.52%           2.24%           4.34%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 10,759         $ 9,706         $ 4,985         $ 4,619         $ 4,042
  Ratio of net investment income (loss)
    to average net assets.......................            4.37%           2.66%           1.51%           2.12%           4.28%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

   The notes to the financial statements are an integral part of this report.

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

                                        3

<PAGE> 

WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Bond Portfolio
      (886,633.291 shares;
      cost $ 9,906,273)......................   $  10,059,038

  Accrued transfers from (to)
    depositor - net..........................           7,094
                                             -----------------
      Total assets...........................      10,066,132
                                             -----------------
LIABILITIES:.................................               0
                                             -----------------
      Total net assets.......................   $  10,066,132
                                             =================
EQUITY ACCOUNTS:
  Policy Owners' equity:
      Bond sub-account
      (511,648.226174 units;
      $ 19.673931 unit value)................   $  10,066,132
                                             -----------------
      Total equity...........................   $  10,066,132
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                           DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................    $   531,010
    Capital gain distributions...............              0
                                             -----------------
                                                     531,010

EXPENSES:
    Mortality and expense risk charges.......         71,033
                                             -----------------
      Net investment income (loss)...........        459,977
                                             -----------------
Net realized and unrealized gain (loss) on investments:

    Net realized gain (loss) from securities
      transactions...........................       (127,916)
    Change in unrealized appreciation
      (depreciation).........................      1,208,073
                                             -----------------
      Net gain (loss) on investments.........      1,080,157
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................    $ 1,540,134
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED              YEAR ENDED
                                                                                        DECEMBER 31, 1995       DECEMBER 31, 1994
<S>                                                                                     <C>                     <C>

OPERATIONS:
  Net investment income (loss)..........................................................   $     459,977           $   346,531
  Net gain (loss) on investments........................................................       1,080,157              (901,953)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................       1,540,134              (555,422)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................       3,749,029               678,317
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................         916,494               595,277
    Policy loans........................................................................         197,829                57,084
    Surrender benefits..................................................................         357,384               194,018
    Death benefits......................................................................          10,202                 2,326
                                                                                        -----------------       -----------------
                                                                                               1,481,909               848,705
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................       2,267,120              (170,388)
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................       3,807,254              (725,810

EQUITY ACCOUNTS:

  Beginning of period...................................................................       6,258,878             6,984,688
                                                                                        -----------------       -----------------
  End of period.........................................................................   $  10,066,132           $ 6,258,878
                                                                                        =================       =================
</TABLE>

   The notes to the financial statements are an integral part of this report

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

                                        4

<PAGE>

WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                                      DECEMBER 31
                                                        ------------------------------------------------------------------------
                                                          1995            1994            1993            1992            1991
                                                        --------         -------         -------         -------         -------
<S>                                                     <C>              <C>             <C>             <C>             <C>
Accumulation unit value, beginning of period....        $  16.14         $ 17.50         $ 15.57         $ 14.68         $ 12.48
  Income from operations:
    Net investment income (loss)................            1.05             .89            2.11            1.00             .48
    Net realized and unrealized
      gain (loss) on investments................            2.48           (2.25)           (.18)           (.11)           1.72
                                                        --------         -------         -------         -------         -------
      Total income (loss) from operations.......            3.53           (1.36)           1.93             .89            2.20
                                                        --------         -------         -------         -------         -------
Accumulation unit value, end of period..........        $  19.67         $ 16.14         $ 17.50         $ 15.57         $ 14.68
                                                        =========        ========        ========        ========        ========
Total return....................................           21.89%          (7.77)%         12.40%           6.08%          17.63%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 10,066         $ 6,259         $ 6,985         $ 4,558         $ 3,055
  Ratio of net investment income (loss)
    to average net assets.......................            5.80%           5.57%          12.92%           6.69%           3.59%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

   The notes to the financial statements are an integral part of this report.

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

                                        5

<PAGE> 

WRL SERIES LIFE ACCOUNT
GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                    DECEMBER 31, 1995
<S>                                        <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Growth Portfolio
      (8,285,195.096 shares;
      cost $ 202,613,364)..................   $ 262,315,405

  Accrued transfers from (to)
    depositor - net........................         151,700
                                           -----------------
      Total assets.........................     262,467,105
                                           -----------------
LIABILITIES:...............................               0
                                           -----------------
      Total net assets.....................   $ 262,467,105
                                           =================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Growth sub-account
      (6,329,021.828348 units;
      $ 41.470406 unit value)..............   $ 262,467,105
                                           -----------------
      Total equity.........................   $ 262,467,105
                                           =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                  YEAR ENDED
                                              DECEMBER 31, 1995
INVESTMENT INCOME:
<S>                                         <C>
    Dividend income.........................   $  1,182,462
    Capital gain distributions..............     23,952,283
                                            ----------------
                                                 25,134,745
EXPENSES:
    Mortality and expense risk charges......      1,884,365
                                            ----------------
      Net investment income (loss)..........     23,250,380
                                            ----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions..........................      5,296,297
    Change in unrealized appreciation
      (depreciation)........................     49,505,485
                                            ----------------
      Net gain (loss) on investments........     54,801,782
                                            ----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations........................   $ 78,052,162
                                            ================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED           YEAR ENDED
                                                                                           DECEMBER 31, 1995    DECEMBER 31, 1994
<S>                                                                                      <C>                    <C>
OPERATIONS:
  Net investment income (loss)...........................................................  $   23,250,380         $     242,685
  Net gain (loss) on investments.........................................................      54,801,782           (16,096,859)
                                                                                         ----------------       ----------------
  Net increase (decrease) in equity accounts
    resulting from operations............................................................      78,052,162           (15,854,174)
                                                                                         ----------------       ----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)....................................................      61,850,933            37,295,869
                                                                                         ----------------       ----------------
  Less cost of units redeemed:
    Administrative charges...............................................................      23,714,204            20,971,223
    Policy loans.........................................................................       5,518,596             2,955,838
    Surrender benefits...................................................................       8,982,170             5,498,322
    Death benefits.......................................................................         711,078               282,972
                                                                                         ----------------       ----------------
                                                                                               38,926,048            29,708,355
                                                                                         ----------------       ----------------
    Increase (decrease) in equity accounts from
      capital unit transactions..........................................................      22,924,885             7,587,514
                                                                                         ----------------       ----------------
    Net increase (decrease) in equity accounts...........................................     100,977,047            (8,266,660)

EQUITY ACCOUNTS:
  Beginning of period....................................................................     161,490,058           169,756,718
                                                                                         ----------------       ----------------
  End of period..........................................................................  $  262,467,105         $ 161,490,058
                                                                                         ================       ================
</TABLE>

   The notes to the financial statements are an integral part of this report.

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

                                        6

<PAGE>

WRL SERIES LIFE ACCOUNT
GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                                  DECEMBER 31
                                                        ---------------------------------------------------------------
                                                          1995              1994              1993              1992
                                                        ---------         ---------         ---------         ---------
<S>                                                     <C>               <C>               <C>               <C>
Accumulation unit value, beginning of period....        $   28.44         $   31.30         $   30.37         $   29.95
  Income from operations:

    Net investment income (loss)................             3.89               .04               .46              1.09
    Net realized and unrealized
      gain (loss) on investments................             9.14             (2.90)              .47              (.67)
                                                        ---------         ---------         ---------         ---------
      Total income (loss) from operations.......            13.03             (2.86)              .93               .42
                                                        ---------         ---------         ---------         ---------
Accumulation unit value, end of period..........        $   41.47         $   28.44         $   31.30         $   30.37
                                                        ==========        ==========        ==========        ==========
Total return....................................            45.81%            (9.13)%            3.06%             1.41%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 262,467         $ 161,490         $ 169,757         $ 146,053
  Ratio of net investment income (loss)
    to average net assets.......................            11.05%              .16%             1.56%             3.84%

<CAPTION>

                                                    1991

                                                  ---------
<S>                                               <C>
Accumulation unit value, beginning of period....  $   18.91
  Income from operations:
    Net investment income (loss)................       1.72
    Net realized and unrealized
      gain (loss) on investments................       9.32
                                                  ---------
      Total income (loss) from operations.......      11.04
                                                  ---------
Accumulation unit value, end of period..........  $   29.95
                                                  ==========
Total return....................................      58.37%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....  $ 111,375
  Ratio of net investment income (loss)
    to average net assets.......................       7.14%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

   The notes to the financial statements are an integral part of this report.

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

                                        7

<PAGE> 

WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Short-to-Intermediate Government
      Portfolio
      (142,006.075 shares;
      cost $ 1,440,621)......................    $ 1,479,151

  Accrued transfers from (to)
    depositor - net..........................         38,834
                                             -----------------
      Total assets...........................      1,517,985
                                             -----------------
LIABILITIES:.................................              0
                                             -----------------
      Total net assets.......................    $ 1,517,985
                                             =================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Short-to-Intermediate Government
      sub-account
      (131,385.750734 units;
      $ 11.553647 unit value)................    $ 1,517,985
                                             -----------------
      Total equity...........................    $ 1,517,985
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                           DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................    $    72,133
    Capital gain distributions...............              0
                                             -----------------
                                                      72,133
EXPENSES:
    Mortality and expense risk charges.......         10,047
                                             -----------------
      Net investment income (loss)...........         62,086
                                             -----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions...........................          2,109
    Change in unrealized appreciation
      (depreciation).........................         66,278
                                             -----------------
      Net gain (loss) on investments.........         68,387
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................    $   130,473
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED              YEAR ENDED
                                                                                        DECEMBER 31, 1995       DECEMBER 31, 1994
<S>                                                                                     <C>                     <C>

OPERATIONS:
  Net investment income (loss)..........................................................    $    62,086            $    37,124
  Net gain (loss) on investments........................................................         68,387                (49,327)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................        130,473                (12,203)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................        679,242                515,009
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................        141,954                108,685
    Policy loans........................................................................         52,521                  3,307
    Surrender benefits..................................................................         41,967                 11,985
    Death benefits......................................................................            144                 15,256
                                                                                        -----------------       -----------------
                                                                                                236,586                139,233
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................        442,656                375,776
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................        573,129                363,573
  Depositor's equity contribution (redemption)..........................................              0               (826,666)

EQUITY ACCOUNTS:
  Beginning of period...................................................................        944,856              1,407,949
                                                                                        -----------------       -----------------
  End of period.........................................................................    $ 1,517,985            $   944,856
                                                                                        ===================     ===================
</TABLE>

   The notes to the financial statements are an integral part of this report.

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

                                        8

<PAGE>

WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                              DECEMBER 31
                                                        -------------------------------------------------------
                                                         1995            1994            1993            1992/dagger/
                                                        -------         -------         -------         -------
<S>                                                     <C>             <C>             <C>             <C>
Accumulation unit value, beginning of period....        $ 10.27         $ 10.40         $ 10.04         $ 10.00
  Income from operations:
    Net investment income (loss)................            .61             .40             .14             .01
    Net realized and unrealized
      gain (loss) on investments................            .67            (.53)            .22             .03
                                                        -------         -------         -------         -------
      Total income (loss) from operations.......           1.28            (.13)            .36             .04
                                                        -------         -------         -------         -------
Accumulation unit value, end of period..........        $ 11.55         $ 10.27         $ 10.40         $ 10.04
                                                        ========        ========        ========        ========
Total return....................................          12.53%          (1.32)%          3.64%            .38%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 1,518         $   945         $ 1,408         $   803
  Ratio of net investment income (loss)
    to average net assets.......................           5.53%           4.06%           1.39%            .16%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was December 3, 1992. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                        9

<PAGE> 

WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Global Portfolio
      (2,386,494.041 shares;
      cost $ 33,426,846).....................   $  37,028,035
  Accrued transfers from (to)
    depositor - net..........................          20,662
                                             -----------------
      Total assets...........................      37,048,697
                                             -----------------
LIABILITIES:.................................               0
                                             -----------------
      Total net assets.......................   $  37,048,697
                                             =================
EQUITY ACCOUNTS:
  Policy Owners' equity:
      Global sub-account
      (3,080,374.719544 units;
      $ 11.949748 unit value)................   $  36,809,702

  Depositors' equity:
      Global sub-account
      (20,000.000000 units;
      $ 11.949748 unit value)................         238,995
                                             -----------------
      Total equity...........................   $  37,048,697
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                          DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................    $    37,966
    Capital gain distributions...............      1,399,851
                                             -----------------
                                                   1,437,817
EXPENSES:
    Mortality and expense risk charges.......        250,072
                                             -----------------
      Net investment income (loss)...........      1,187,745
                                             -----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions...........................        153,618
    Change in unrealized appreciation
      (depreciation).........................      4,472,385
                                             -----------------
      Net gain (loss) on investments.........      4,626,003
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................    $ 5,813,748
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED             PERIOD ENDED
                                                                                        DECEMBER 31, 1995      DECEMBER 31, 1994*
<S>                                                                                     <C>                    <C>
OPERATIONS:
  Net investment income (loss)..........................................................   $   1,187,745          $     763,643
  Net gain (loss) on investments........................................................       4,626,003               (875,349)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................       5,813,748               (111,706)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................      15,012,786             23,149,750
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................       4,017,781              1,181,608
    Policy loans........................................................................         666,264                142,084
    Surrender benefits..................................................................         721,584                234,323
    Death benefits......................................................................          44,234                  8,003
                                                                                        -----------------       -----------------
                                                                                               5,449,863              1,566,018
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................       9,562,923             21,583,732
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................      15,376,671             21,472,026
  Depositor's equity contribution (redemption)..........................................               0                200,000

EQUITY ACCOUNTS:

  Beginning of period...................................................................      21,672,026                      0
                                                                                        -----------------       -----------------
  End of period.........................................................................   $  37,048,697          $  21,672,026
                                                                                        ===================     ===================
</TABLE>

*  The inception date of this sub-account was March 1, 1994.

   The notes to the financial statements are an integral part of this report.

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

                                       10

<PAGE> 

WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                DECEMBER 31
                                                        ----------------------------
                                                          1995              1994/dagger/
                                                        --------         -----------
<S>                                                     <C>              <C>
Accumulation unit value, beginning of period....        $   9.80          $   10.00
  Income from operations:
    Net investment income (loss)................             .45                .71
    Net realized and unrealized
      gain (loss) on investments................            1.70               (.91)
                                                        --------         -----------
      Total income (loss) from operations.......            2.15               (.20)
                                                        --------         -----------
Accumulation unit value, end of period..........        $  11.95          $    9.80
                                                        =========        ===========
Total return....................................           21.96%             (2.02)%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 37,049          $  21,672
  Ratio of net investment income (loss)
    to average net assets.......................            4.25%              7.39%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was March 1, 1994. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       11

<PAGE>  

WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>

  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Equity-Income Portfolio
      (3,079,777.685 shares;
      cost $ 35,168,616).....................   $  39,619,606

  Accrued transfers from (to)
    depositor - net..........................          28,669
                                             ----------------
      Total assets...........................      39,648,275
                                             ----------------
LIABILITIES:.................................               0
                                             ----------------
      Total net assets.......................   $  39,648,275
                                             ================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Equity-Income sub-account
      (2,885,803.576534 units;
      $ 13.739076 unit value)................   $  39,648,275
                                             ----------------
      Total equity...........................   $  39,648,275
                                             ================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                          DECEMBER 31, 1995
<S>                                         <C>
    Dividend income..........................    $ 1,009,870
    Capital gain distributions...............      1,034,053
                                             ---------------
                                                   2,043,923
EXPENSES:
    Mortality and expense risk charges.......        287,834
                                             ---------------
      Net investment income (loss)...........      1,756,089
                                             ---------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions...........................        220,725
    Change in unrealized appreciation
      (depreciation).........................      4,771,750
                                             ---------------
      Net gain (loss) on investments.........      4,992,475
                                             ---------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................    $ 6,748,564
                                             ===============
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED              YEAR ENDED
                                                                                        DECEMBER 31, 1995       DECEMBER 31, 1994
<S>                                                                                     <C>                     <C>
OPERATIONS:
  Net investment income (loss)..........................................................   $   1,756,089          $     347,798
  Net gain (loss) on investments........................................................       4,992,475               (596,517)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................       6,748,564               (248,719)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................      14,236,727             13,516,053
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................       3,380,854              1,893,532
    Policy loans........................................................................         657,750                296,848
    Surrender benefits..................................................................         918,863                406,848
    Death benefits......................................................................          28,153                 19,871
                                                                                        -----------------       -----------------
                                                                                               4,985,620              2,617,099
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................       9,251,107             10,898,954
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................      15,999,671             10,650,235
  Depositor's equity contribution (redemption)..........................................               0               (344,138)

EQUITY ACCOUNTS:
  Beginning of period...................................................................      23,648,604             13,342,507
                                                                                        -----------------       -----------------
  End of period.........................................................................   $  39,648,275          $  23,648,604
                                                                                        =================       =================
</TABLE>

   The notes to the financial statements are an integral part of this report.

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

                                       12

<PAGE> 

WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                       DECEMBER 31
                                                        ------------------------------------------
                                                          1995             1994            1993/dagger/
                                                        --------         --------         --------
<S>                                                     <C>              <C>              <C>
Accumulation unit value, beginning of period....        $  11.12         $  11.28         $  10.00
  Income from operations:
    Net investment income (loss)................             .68              .18              .19
    Net realized and unrealized
      gain (loss) on investments................            1.94             (.34)            1.09
                                                        --------         --------         --------
      Total income (loss) from operations.......            2.62             (.16)            1.28
                                                        --------         --------         --------
Accumulation unit value, end of period..........        $  13.74         $  11.12         $  11.28
                                                        =========        =========        =========
Total return....................................           23.55%           (1.42)%          12.81%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 39,648         $ 23,649         $ 13,343
  Ratio of net investment income (loss)
    to average net assets.......................            5.47%            1.93%            1.89%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was March 1, 1993. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       13

<PAGE> 

WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:
    WRL Series Fund, Inc.:
      Emerging Growth Portfolio
      (4,177,036.054 shares;
      cost $ 53,301,177).....................   $  67,854,423

  Accrued transfers from (to)
    depositor - net..........................          50,530
                                             ----------------
      Total assets...........................      67,904,953
                                             ----------------
LIABILITIES:.................................               0
                                             ----------------
      Total net assets.......................   $  67,904,953
                                             ================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Emerging Growth sub-account
      (4,100,892.510689 units;
      $ 16.558579 unit value)................   $  67,904,953
                                             ----------------
      Total equity...........................   $  67,904,953
                                             ================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                          DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................   $      10,599
    Capital gain distributions...............       2,799,377
                                             -----------------
                                                    2,809,976

EXPENSES:
    Mortality and expense risk charges.......         453,072
                                             -----------------
      Net investment income (loss)...........       2,356,904
                                             -----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions...........................         276,206
    Change in unrealized appreciation
      (depreciation).........................      15,904,664
                                             -----------------
      Net gain (loss) on investments.........      16,180,870
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................   $  18,537,774
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED              YEAR ENDED
                                                                                        DECEMBER 31, 1995       DECEMBER 31, 1994
<S>                                                                                     <C>                     <C>
OPERATIONS:
  Net investment income (loss)..........................................................   $   2,356,904          $    (242,847)
  Net gain (loss) on investments........................................................      16,180,870             (2,055,599)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................      18,537,774             (2,298,446)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................      21,556,186             25,803,270
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................       5,846,452              3,746,668
    Policy loans........................................................................       1,387,434                725,423
    Surrender benefits..................................................................       1,602,690                533,353
    Death benefits......................................................................          38,971                 42,065
                                                                                        -----------------       -----------------
                                                                                               8,875,547              5,047,509
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................      12,680,639             20,755,761
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................      31,218,413             18,457,315
  Depositor's equity contribution (redemption)..........................................               0               (390,327)

EQUITY ACCOUNTS:

  Beginning of period...................................................................      36,686,540             18,619,552
                                                                                        -----------------       -----------------
  End of period.........................................................................   $  67,904,953          $  36,686,540
                                                                                        ===================     ===================
</TABLE>

   The notes to the financial statements are an integral part of this report.

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

                                       14

<PAGE>

WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                       DECEMBER 31
                                                        ------------------------------------------
                                                          1995             1994            1993/dagger/
                                                        --------         --------         --------
<S>                                                     <C>              <C>              <C>
Accumulation unit value, beginning of period....        $  11.38         $  12.40         $  10.00
  Income from operations:
    Net investment income (loss)................             .65             (.09)            (.09)
    Net realized and unrealized
      gain (loss) on investments................            4.53             (.93)            2.49
                                                        --------         --------         --------
      Total income (loss) from operations.......            5.18            (1.02)            2.40
                                                        --------         --------         --------
Accumulation unit value, end of period..........        $  16.56         $  11.38         $  12.40
                                                        =========        =========        =========
Total return....................................           45.49%           (8.18)%          23.96%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 67,905         $ 36,687         $ 18,620
  Ratio of net investment income (loss)
    to average net assets.......................            4.66%            (.86)%           (.77)%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was March 1, 1993. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       15

<PAGE> 

WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                    DECEMBER 31, 1995
<S>                                        <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Aggressive Growth Portfolio
      (2,477,941.266 shares;
      cost $ 29,816,384)...................   $  32,833,608
  Accrued transfers from (to)
    depositor - net........................          70,361
                                           -----------------
      Total assets.........................      32,903,969
                                           -----------------
LIABILITIES:...............................               0
                                           -----------------
      Total net assets.....................   $  32,903,969
                                           =================
EQUITY ACCOUNTS:
  Policy Owners' equity:
      Aggressive Growth sub-account
      (2,450,804.260823 units;
      $ 13.425784 unit value)..............   $  32,903,969
                                           -----------------
      Total equity.........................   $  32,903,969
                                           =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                               YEAR ENDED
                                              DECEMBER 31, 1995
INVESTMENT INCOME:
<S>                                         <C>
    Dividend income.........................   $        103
    Capital gain distributions..............        866,971
                                            ----------------
                                                    867,074

EXPENSES:
    Mortality and expense risk charges......        203,080
                                            ----------------
      Net investment income (loss)..........        663,994
                                            ----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions..........................      1,785,515
    Change in unrealized appreciation
      (depreciation)........................      2,638,835
                                            ----------------
      Net gain (loss) on investments........      4,424,350
                                            ----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations........................   $  5,088,344
                                            ================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED            PERIOD ENDED
                                                                                         DECEMBER 31, 1995      DECEMBER 31, 1994*
<S>                                                                                      <C>                    <C>
OPERATIONS:
  Net investment income (loss)...........................................................   $    663,994           $   (27,542)
  Net gain (loss) on investments.........................................................      4,424,350               384,517
                                                                                         ----------------       ----------------
  Net increase (decrease) in equity accounts
    resulting from operations............................................................      5,088,344               356,975
                                                                                         ----------------       ----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)....................................................     23,169,917             8,797,727
                                                                                         ----------------       ----------------
  Less cost of units redeemed:
    Administrative charges...............................................................      2,568,298               379,087
    Policy loans.........................................................................        627,821                72,785
    Surrender benefits...................................................................        712,307                48,513
    Death benefits.......................................................................         80,922                 4,971
                                                                                         ----------------       ----------------
                                                                                               3,989,348               505,356
                                                                                         ----------------       ----------------
    Increase (decrease) in equity accounts from
      capital unit transactions..........................................................     19,180,569             8,292,371
                                                                                         ----------------       ----------------
    Net increase (decrease) in equity accounts...........................................     24,268,913             8,649,346
  Depositor's equity contribution (redemption)...........................................       (274,290)              260,000

EQUITY ACCOUNTS:
  Beginning of period....................................................................      8,909,346                     0
                                                                                         ----------------       ----------------
  End of period..........................................................................   $ 32,903,969           $ 8,909,346
                                                                                         ================       ================
</TABLE>

*  The inception date of this sub-account was March 1, 1994.

   The notes to the financial statements are an integral part of this report.

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

                                       16

<PAGE> 

WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                DECEMBER 31
                                                        -------------------------
                                                          1995             1994/dagger/
                                                        --------         --------
<S>                                                     <C>              <C>
Accumulation unit value, beginning of period....        $   9.82         $ 10.00
  Income from operations:
    Net investment income (loss)................             .37            (.06)
    Net realized and unrealized
      gain (loss) on investments................            3.24            (.12)
                                                        --------         --------
      Total income (loss) from operations.......            3.61            (.18)
                                                        --------         --------
Accumulation unit value, end of period..........        $  13.43         $  9.82
                                                        ========         ========
Total return....................................           36.79%          (1.85)%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 32,904         $ 8,909
  Ratio of net investment income (loss)
    to average net assets.......................            2.93%           (.60)%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was March 1, 1994. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       17

<PAGE>

WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Balanced Portfolio
      (356,742.991 shares;
      cost $ 3,481,188)......................    $ 3,793,788

  Accrued transfers from (to)
    depositor - net..........................          1,606
                                             -----------------
      Total assets...........................      3,795,394
                                             -----------------
LIABILITIES:.................................              0
                                             -----------------
      Total net assets.......................    $ 3,795,394
                                             =================
EQUITY ACCOUNTS:
  Policy Owners' equity:
      Balanced sub-account
      (321,143.504151 units;
      $ 11.125506 unit value)................    $ 3,572,884

  Depositors' equity:
      Balanced sub-account
      (20,000.000000 units;
      $ 11.125506 unit value)................        222,510
                                             -----------------
      Total equity...........................    $ 3,795,394
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                YEAR ENDED
INVESTMENT INCOME:                           DECEMBER 31, 1995
<S>                                          <C>
    Dividend income..........................     $ 128,272
    Capital gain distributions...............             0
                                             -----------------
                                                    128,272
EXPENSES:

    Mortality and expense risk charges.......        25,637
                                             -----------------
      Net investment income (loss)...........       102,635
                                             -----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions...........................        (6,199)
    Change in unrealized appreciation
      (depreciation).........................       407,748
                                             -----------------
      Net gain (loss) on investments.........       401,549
                                             -----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations.........................     $ 504,184
                                             =================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED              PERIOD ENDED
                                                                                        DECEMBER 31, 1995       DECEMBER 31, 1994*

<S>                                                                                     <C>                     <C>
OPERATIONS:
  Net investment income (loss)..........................................................    $   102,635            $    30,401
  Net gain (loss) on investments........................................................        401,549               (115,505)
                                                                                        -----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations...........................................................        504,184                (85,104)
                                                                                        -----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)...................................................      1,545,514              2,131,962
                                                                                        -----------------       -----------------
  Less cost of units redeemed:
    Administrative charges..............................................................        327,290                 84,481
    Policy loans........................................................................         29,025                      0
    Surrender benefits..................................................................         27,726                 15,378
    Death benefits......................................................................         14,811                  2,451
                                                                                        -----------------       -----------------
                                                                                                398,852                102,310
                                                                                        -----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions.........................................................      1,146,662              2,029,652
                                                                                        -----------------       -----------------
    Net increase (decrease) in equity accounts..........................................      1,650,846              1,944,548
  Depositor's equity contribution (redemption)..........................................              0                200,000

EQUITY ACCOUNTS:
    Beginning of period.................................................................      2,144,548                      0
                                                                                        -----------------       -----------------
    End of period.......................................................................    $ 3,795,394            $ 2,144,548
                                                                                        ===================     =================
</TABLE>

*  The inception date of this sub-account was March 1, 1994.

   The notes to the financial statements are an integral part of this report.

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

                                       18

<PAGE> 

WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                              DECEMBER 31
                                                        -----------------------
                                                         1995            1994/dagger/
                                                        -------         -------
<S>                                                     <C>             <C>
Accumulation unit value, beginning of period....        $  9.37         $ 10.00
  Income from operations:
    Net investment income (loss)................            .37             .22
    Net realized and unrealized
      gain (loss) on investments................           1.39            (.85)
                                                        -------         -------
      Total income (loss) from operations.......           1.76            (.63)
                                                        -------         -------
Accumulation unit value, end of period..........        $ 11.13         $  9.37
                                                        ========        ========
Total return....................................          18.73%          (6.29)%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $ 3,795         $ 2,145
  Ratio of net investment income (loss)
    to average net assets.......................           3.59%           2.55%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was March 1, 1994. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       19

<PAGE>
WRL SERIES LIFE ACCOUNT
UTILITY SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:

    WRL Series Fund, Inc.:
      Utility Portfolio
      (236,391.086 shares;
      cost $ 2,384,572)......................    $ 2,629,535
  Accrued transfers from (to)
    depositor - net..........................          1,547
                                             -----------------
      Total assets...........................      2,631,082
                                             -----------------
LIABILITIES:.................................              0
                                             -----------------
      Total net assets.......................    $ 2,631,082
                                             =================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Utility sub-account
      (203,453.934332 units;
      $ 11.774605 unit value)................    $ 2,395,590

  Depositors' equity:
      Utility sub-account
      (20,000.000000 units;
      $ 11.774605 unit value)................        235,492
                                             -----------------
      Total equity...........................    $ 2,631,082
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                               YEAR ENDED
                                            DECEMBER 31, 1995

INVESTMENT INCOME:
<S>                                         <C>
    Dividend income.........................    $   86,266
    Capital gain distributions..............        19,740
                                            ----------------
                                                   106,006
EXPENSES:
    Mortality and expense risk charges......        17,372
                                            ----------------
      Net investment income (loss)..........        88,634
                                            ----------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions..........................        44,646
    Change in unrealized appreciation
      (depreciation)........................       291,882
                                            ----------------
      Net gain (loss) on investments........       336,528
                                            ----------------
        Net increase (decrease) in equity
          accounts resulting from
          operations........................    $  425,162
                                            ================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED            PERIOD ENDED
                                                                                         DECEMBER 31, 1995     DECEMBER 31, 1994*
<S>                                                                                      <C>                    <C>
OPERATIONS:
  Net investment income (loss)...........................................................   $     88,634           $    23,434
  Net gain (loss) on investments.........................................................        336,528               (58,002)
                                                                                         ----------------       -----------------
  Net increase (decrease) in equity accounts
    resulting from operations............................................................        425,162               (34,568)
                                                                                         ----------------       -----------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)....................................................      1,368,262             1,102,522
                                                                                         ----------------       -----------------
  Less cost of units redeemed:
    Administrative charges...............................................................        221,419                42,870
    Policy loans.........................................................................         26,862                     0
    Surrender benefits...................................................................        126,576                 6,295
    Death benefits.......................................................................          2,896                 3,378
                                                                                         ----------------       -----------------
                                                                                                 377,753                52,543
                                                                                         ----------------       -----------------
    Increase (decrease) in equity accounts from
      capital unit transactions..........................................................        990,509             1,049,979
                                                                                         ----------------       -----------------
    Net increase (decrease) in equity accounts...........................................      1,415,671             1,015,411
  Depositor's equity contribution (redemption)...........................................              0               200,000

EQUITY ACCOUNTS:
  Beginning of period....................................................................      1,215,411                     0
                                                                                         ----------------       -----------------
  End of period..........................................................................   $  2,631,082           $ 1,215,411
                                                                                         ==================     ===================
</TABLE>

*  The inception date of this sub-account was March 1, 1994.

   The notes to the financial statements are an integral part of this report.

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

                                       20

<PAGE> 

WRL SERIES LIFE ACCOUNT
UTILITY SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                DECEMBER 31
                                                        ------------------------
                                                         1995            1994/dagger/
                                                        -------         --------
<S>                                                     <C>             <C>
Accumulation unit value, beginning of period....        $ 9.49          $ 10.00
  Income from operations:
    Net investment income (loss)................           .49              .29
    Net realized and unrealized
      gain (loss) on investment.................          1.79             (.80)
                                                        -------         --------
      Total income (loss) from operations.......          2.28             (.51)
                                                        -------         --------
Accumulation unit value, end of period..........        $11.77          $  9.49
                                                        ========        ========
Total return....................................         24.14%          (5.15)%
Ratios and supplemental data:
  Net assets at end of period (in thousands)....        $2,631          $ 1,215
  Ratio of net investment income (loss)
    to average net assets.......................          4.57%            3.09%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date for this sub-account was March 1, 1994. The total
         return and ratio of net investment income to average net assets are not
         annualized.

   The notes to the financial statements are an integral part of this report.

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

                                       21

<PAGE>

WRL SERIES LIFE ACCOUNT
TACTICAL ASSET ALLOCATION SUB-ACCOUNT
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

<TABLE>
<CAPTION>

ASSETS:                                      DECEMBER 31, 1995
<S>                                          <C>
  Investments, at net asset value:
    WRL Series Fund, Inc.:
      Tactical Asset Allocation Portfolio
      (822,390.362 shares;
      cost $ 8,835,438)......................    $ 9,451,157

  Accrued transfers from (to)
    depositor - net..........................         (5,300)
                                             -----------------
      Total assets...........................      9,445,857
                                             -----------------
LIABILITIES:.................................              0
                                             -----------------
      Total net assets.......................    $ 9,445,857
                                             =================
EQUITY ACCOUNTS:

  Policy Owners' equity:
      Tactical Asset Allocation sub-account
      (793,585.197167 units;

      $ 11.902763 unit value)................    $ 9,445,857
                                             -----------------
      Total equity...........................    $ 9,445,857
                                             =================
</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                               PERIOD ENDED
INVESTMENT INCOME:                          DECEMBER 31, 1995*
<S>                                         <C>
    Dividend income.........................    $    193,985
    Capital gain distributions..............         171,580
                                            ------------------
                                                     365,565
EXPENSES:
    Mortality and expense risk charges......          51,394
                                            ------------------
      Net investment income (loss)..........         314,171
                                            ------------------
Net realized and unrealized gain (loss) on investments:
    Net realized gain (loss) from securities
      transactions..........................         118,155
    Change in unrealized appreciation
      (depreciation)........................         615,719
                                            ------------------
      Net gain (loss) on investments........         733,874
                                            ------------------
        Net increase (decrease) in equity
          accounts resulting from
          operations........................    $  1,048,045
                                            ==================
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>

                                                                                                                  PERIOD ENDED
                                                                                                               DECEMBER 31, 1995*
<S>                                                                                                            <C>
OPERATIONS:
  Net investment income (loss).................................................................................    $    314,171
  Net gain (loss) on investments...............................................................................         733,874
                                                                                                               ------------------
  Net increase (decrease) in equity accounts
    resulting from operations..................................................................................       1,048,045
                                                                                                               ------------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)..........................................................................       9,081,189
                                                                                                               ------------------
  Less cost of units redeemed:
    Administrative charges.....................................................................................         434,848
    Policy loans...............................................................................................         145,685
    Surrender benefits.........................................................................................          70,630
    Death benefits.............................................................................................          22,440
                                                                                                               ------------------
                                                                                                                        673,603
                                                                                                               ------------------
    Increase (decrease) in equity accounts from
      capital unit transactions................................................................................       8,407,586
                                                                                                               ------------------
    Net increase (decrease) in equity accounts.................................................................       9,455,631
  Depositor's equity contribution (redemption).................................................................          (9,774)

EQUITY ACCOUNTS:
  Beginning of period..........................................................................................               0
                                                                                                               ------------------
  End of period................................................................................................    $  9,445,857
                                                                                                               ====================
</TABLE>

* The inception of this sub-account was January 3, 1995.

  The notes to the financial statements, are an integral part of this report.

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

                                       22

<PAGE> 

WRL SERIES LIFE ACCOUNT
TACTICAL ASSET ALLOCATION SUB-ACCOUNT
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>

                                                                 DECEMBER 31, 1995/dagger/
                                                                 -----------------
<S>                                                              <C>
Accumulation unit value, beginning of period.................         $ 10.00
  Income from operations:

    Net investment income (loss).............................             .61
    Net realized and unrealized
      gain (loss) on investments.............................            1.29
                                                                    -----------
      Total income (loss) from operations....................            1.90
                                                                    -----------
Accumulation unit value, end of period.......................         $ 11.90
                                                                    ===========
Total return.................................................           19.03%
Ratios and supplemental data:
  Net assets at end of period (in thousands).................         $ 9,446
  Ratio of net investment income (loss)
    to average net assets....................................            5.47%
</TABLE>

*  The above table illustrates the change for a unit outstanding computed using
   average units outstanding throughout each period.

/dagger/ The inception date of this sub-account was January 3, 1995. The total
         return and ratio of net investment income to average net assets are not
         annualized.

  The notes to the financial statements, are an integral part of this report.

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

                                       23

<PAGE> 

WRL SERIES LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DECEMBER 31, 1995

NOTE 1 - ORGANIZATION AND SUMMARY OF
           SIGNIFICANT ACCOUNTING POLICIES

     The WRL Series Life Account (the "Life Account") was established as a
variable life insurance separate account of Western Reserve Life Assurance Co.
of Ohio ("WRL") and is registered as a unit investment trust ("Trust") under the
Investment Company Act of 1940, as amended. The Life Account contains eleven
investment options referred to as sub-accounts. Each sub-account invests in the
corresponding portfolio of the WRL Series Fund, Inc. (the "Fund"), a registered
management investment company under the Investment Company Act of 1940, as
amended. These portfolios and their respective investment management
organizations are as follows:

<TABLE>
<CAPTION>

      PORTFOLIO               INVESTMENT MANAGER
      ---------            ------------------------
<S>                     <C>
Money Market            Janus Capital Corporation
                          ("JCC")
Bond                    JCC
Growth                  JCC
Short-to-Intermediate   AEGON USA Investment
  Government              Management, Inc. ("AEGON
                          Management")
Global                  JCC
Equity-Income           Luther King Capital
                          Management Corporation
Emerging Growth         Van Kampen American Capital
                          Asset Management, Inc.
Aggressive Growth       Fred Alger Management, Inc.
Balanced                AEGON Management
Utility                 Federated Investment
                          Counseling
Tactical Asset          Dean Investment Associates
  Allocation

</TABLE>

     WRL and AEGON Management are indirectly wholly-owned subsidiaries of AEGON
USA, Inc., which is an indirect wholly-owned subsidiary of AEGON nv, a
Netherlands corporation.

     On January 3, 1995, WRL made an initial contribution of $200,000 to the
Life Account, Tactical Asset Allocation sub-account, for which WRL received
20,000.000000 units. On April 20, 1995, WRL redeemed the initial contribution in
the Life Account, Tactical Asset Allocation sub-account, for $209,775.

     The Life Account holds assets to support the benefits under flexible
premium variable universal life insurance policies (the "Policies") issued by
WRL, which issued the first of such Policies on October 3, 1986. The Life
Account's equity transactions are accounted for using the appropriate effective
date at the corresponding accumulation unit value.

     The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.

     The following significant accounting policies, which are in conformity with
generally accepted accounting principles for unit investment trusts, have been
consistently used in preparation of the Trust's financial statements.

A.  VALUATION OF INVESTMENTS

    The investments in the Fund's shares are stated at the closing net asset
    value ("NAV") per share as determined by the Fund on December 31, 1995.
    Investment transactions are accounted for on the trade date, using the Fund
    NAV next determined after receipt of sale or redemption order without sales
    charges. Dividend income and capital gain distributions are recorded on the
    ex-dividend date. The cost of investments sold is determined on a first-in,
    first-out basis.

B.  FEDERAL INCOME TAXES

    The operations of the Life Account are a part of and are taxed with the
    total operations of WRL, which is taxed as a life insurance company under
    the Internal Revenue Code. Under current law, the investment income of the
    Life Account, including realized and unrealized capital gains, is not
    taxable to WRL. Accordingly, no provision for Federal income taxes has been
    made.

NOTE 2 - CHARGES AND DEDUCTIONS

     Charges are assessed by WRL in connection with issuance and administration
of the Policies.

A.  POLICY CHARGES

    Under some forms of the Policies, sales and other administrative charges are
    deducted by WRL prior to allocation of policyowner payments to the
    sub-accounts. Thereafter, monthly administrative charges are deducted from
    the sub-accounts, some of which continue only during the first policy year.
    Contingent surrender charges may also apply.

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

                                       24

<PAGE>

WRL SERIES LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 2 - CHARGES AND DEDUCTIONS (CONTINUED)

    Under the other forms of the Policies, such "front-end" and other
    administrative charges are not deducted prior to allocation of the initial
    premium payment but may reside as contingent surrender charges.

    Under all forms of the Policy, monthly charges against policy cash values
    are made to compensate WRL for costs of insurance provided.

B.  LIFE ACCOUNT CHARGES

    A daily charge equal to an annual rate of 0.90% of average daily net assets
    of the Life Account is assessed to compensate WRL for assumption of
    mortality and expense risks in connection with issuance and administration
    of the Policies. This charge (not assessed at the individual policy level)
    effectively reduces the value of a unit outstanding during the year.

NOTE 3 - DIVIDENDS AND DISTRIBUTIONS

     Dividends of the Fund's Money Market Portfolio are declared daily and
reinvested monthly. Dividends of the remaining portfolios are declared and
reinvested semiannually, while capital gain distributions are declared and
reinvested annually. Dividends and distributions of the Fund are generally paid
to and reinvested by the Life Account the next business day after declaration.

NOTE 4 - OTHER MATTERS

     As of December 31, 1995 the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:

<TABLE>

<S>                                     <C>
SUB-ACCOUNT
- -----------------
Money Market..........................  $        n/a
Bond..................................       152,765
Growth................................    59,702,041
Short-to-Intermediate Government......        38,530
Global................................     3,601,189
Equity-Income.........................     4,450,990
Emerging Growth.......................    14,553,246
Aggressive Growth.....................     3,017,224
Balanced..............................       312,600
Utility...............................       244,963
Tactical Asset Allocation.............       615,719
</TABLE>

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

                                       25


<PAGE>


                         Report of Independent Auditors

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

We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio as of December 31, 1995 and 1994, and the
related statutory-basis statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1995. Our audits also included the statutory-basis financial statement
schedules required by Regulation S-X, Article 7. These financial statements and
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
did not audit the "Separate Account Assets" and "Separate Account Liabilities"
in the balance sheet of the Company. The Separate Account financial statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the data included for the Separate Account, is
based solely upon the reports of the other auditors.

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

The Company presents its financial statements in conformity with the accounting
practices prescribed or permitted by the Insurance Department of the State of
Ohio. The variances between such practices and generally accepted accounting
principles are described in Note 1. The effects of these variances are not
reasonably determinable but we believe they are material.

In our opinion, because of the materiality of the effects of the variances
between generally accepted accounting principles and the accounting practices
referred to in the preceding paragraph, the financial statements referred to
above are not intended to and do not present fairly, in conformity with
generally accepted accounting principles, the financial position of Western
Reserve Life Assurance Co. of Ohio at December 31, 1995 and 1994, or the results
of its operations or its cash flows for each of the three years in the period
ended December 31, 1995.

<PAGE>

In addition, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with accounting practices prescribed or permitted by the Insurance
Department of the State of Ohio. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic statutory-basis
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

                                                               ERNST & YOUNG LLP

Des Moines, Iowa
February 23, 1996

<PAGE>

<TABLE>
<CAPTION>
                   Western Reserve Life Assurance Co. of Ohio

                        Balance Sheets - Statutory Basis
                  (Dollars in thousands, except per share data)

                                                                DECEMBER 31
                                                           1995             1994
                                                       ----------------------------
<S>                                                    <C>             <C>
ADMITTED ASSETS
Cash and invested assets:
   Cash and short-term investments                     $     4,999     $     46,722
   Bonds                                                   452,474          423,758
   Stocks:
     Preferred, at market (cost:  $78 in 1994)                   -               14
     Common, at market (cost:  $473 in 1995 and
       $1,944 in 1994)                                         834            2,541
   Mortgage loans on real estate                             6,181            9,539
   Home office properties, at cost less accumulated
     depreciation ($1,505 in 1995 and $1,358 in 1994         5,121            4,818
   Policy loans                                             37,125           27,520
                                                       ----------------------------
Total cash and invested assets                             506,734          514,912

Premiums deferred and uncollected                            1,787            1,763
Accrued investment income                                    7,565            7,505
Receivable from affiliates                                   4,337              481
Other assets                                                 4,264            3,504
Separate account assets                                  2,419,205        1,596,736
                                                       ----------------------------

Total admitted assets                                  $ 2,943,892       $2,124,901
                                                       ============================
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

                                                           DECEMBER 31
                                                      1995             1994
                                                  -----------------------------
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
   Aggregate reserves for policies and contracts:
     Life                                         $     73,163     $     84,689
     Annuity                                           319,353          314,124
   Policy and contract claim reserves                    6,612            5,119
   Other policyholders' funds                            2,384            2,495
   Remittances and items not allocated                   5,136            4,613
   Federal income taxes payable                          1,417               96
   Asset valuation reserve                               5,590            8,491
   Interest maintenance reserve                          6,392            6,720
   Payable to affiliate                                      -              674
   Other liabilities                                    10,102            8,239
   Separate account liabilities                      2,415,804        1,594,621
                                                  -----------------------------

Total liabilities                                    2,845,953        2,029,881

Commitments and contingencies

Capital and surplus:
   Common stock, $1.00 par value, 1,500 shares
     authorized, issued and outstanding                  1,500            1,500
   Paid-in surplus                                      68,015           68,015
   Unassigned surplus                                   28,424           25,505
                                                  -----------------------------
Total capital and surplus                               97,939           95,020
                                                  =============================
Total liabilities and capital and surplus           $2,943,892       $2,124,901
                                                  =============================

SEE ACCOMPANYING NOTES.

<PAGE>

<TABLE>
<CAPTION>
                   Western Reserve Life Assurance Co. of Ohio

                   Statements of Operations - Statutory Basis
                             (Dollars in thousands)

                                                                     YEAR ENDED DECEMBER 31
                                                               1995           1994           1993
                                                            ----------------------------------------
<S>                                                         <C>             <C>            <C>
Revenues:
   Premiums and other considerations, net of
     reinsurance:
     Life                                                   $ 191,508       $150,991       $107,008
     Annuity                                                  378,390        449,141        449,361
   Net investment income                                       40,891         40,139         46,197
   Amortization of interest maintenance reserve                   882            726            618
   Commissions and expense allowances on
     reinsurance ceded                                             11             12             14
   Other income                                                 8,237          6,354          4,322
                                                            --------------------------------------- 
                                                              619,919        647,363        607,520
Benefits and expenses:
   Benefits paid or provided for:
     Death, surrender and other life insurance and
       annuity benefits                                       243,658        230,511        111,785
     Increase (decrease) in aggregate reserves for
       policies and contracts:
       Life                                                   (15,023)       (11,332)        (4,259)
       Annuity                                                  5,229        (78,590)       (12,486)
                                                            --------------------------------------- 
                                                              233,864        140,589         95,040
     Insurance expenses:
       Net transfers to separate accounts                     242,427        386,174        414,357
       Commissions                                             82,903         78,168         60,975
       General insurance expenses                              37,246         33,100         24,701
       Taxes, licenses and fees                                 8,919          5,931          5,682
                                                            --------------------------------------- 
                                                              371,495        503,373        505,715
                                                            --------------------------------------- 
                                                              605,359        643,962        600,755
                                                            --------------------------------------- 
Gain from operations before federal income
   taxes and realized capital gains (losses) on
   investments                                                 14,560          3,401          6,765

Federal income tax expense                                      8,917          3,406          4,206
                                                            --------------------------------------- 
Gain (loss) from operations before realized capital
   gains (losses) on investments                                5,643             (5)         2,559

Netrealized capital gains (losses) on investments
   (net of related federal income taxes and
   amounts transferred to interest maintenance
   reserve)                                                    (1,678)        (1,133)         2,348
                                                            --------------------------------------- 
Net income (loss)                                           $   3,965     $   (1,138)    $    4,907
                                                            =======================================
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

<TABLE>
<CAPTION>
                   Western Reserve Life Assurance Co. of Ohio

         Statements of Changes in Capital and Surplus - Statutory Basis
                             (Dollars in thousands)

                                                                 Additional                       Total
                                                  Common          Paid-In       Unassigned     Capital and
                                                  Stock           Capital        Surplus         Surplus
                                                 ---------------------------------------------------------
<S>                                               <C>             <C>             <C>             <C>
Balance at January 1, 1993                        $1,500          $23,015         $19,109         $43,624
   Net income for 1993                                 -                -           4,907           4,907
   Net unrealized capital gains                        -                -           1,503           1,503
   Decrease in non-admitted assets                     -                -           5,535           5,535
   Increase in asset valuation reserves                -                -          (1,706)         (1,706)
   Increase in surplus in separate accounts            -                -             633             633
   Dividend to stockholder                             -                -          (5,600)         (5,600)
   Other adjustments                                   -                -             513             513
                                                 -------------------------------------------------------- 
Balance at December 31, 1993                       1,500           23,015          24,894          49,409
   Capital contribution                                -           45,000               -          45,000
   Net loss for 1994                                   -                -          (1,138)         (1,138)
   Net unrealized capital losses                       -                -              (9)             (9)
   Decrease in non-admitted assets                     -                -             368             368
   Decrease in asset valuation reserves                -                -           4,321           4,321
   Decrease in surplus in separate accounts            -                -            (748)           (748)
   Other adjustments                                   -                -          (2,183)         (2,183)
                                                 -------------------------------------------------------- 
Balance at December 31, 1994                       1,500           68,015          25,505          95,020
   Net income for 1995                                 -                -           3,965           3,965
   Net unrealized capital losses                       -                -            (500)           (500)
   Decrease in non-admitted assets                     -                -             903             903
   Decrease in asset valuation reserve                 -                -           2,901           2,901
   Decrease in surplus in separate accounts            -                -             541             541
   Change in reserve valuation                         -                -          (3,496)         (3,496)
   Other adjustments                                   -                -          (1,395)         (1,395)
                                                 -------------------------------------------------------- 
Balance at December 31, 1995                      $1,500          $68,015         $28,424         $97,939
                                                 ========================================================
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

<TABLE>
<CAPTION>
                   Western Reserve Life Assurance Co. of Ohio

                   Statements of Cash Flows - Statutory Basis
                             (Dollars in thousands)

                                                               YEAR ENDED DECEMBER 31
                                                           1995         1994         1993
                                                        -----------------------------------
<S>                                                     <C>          <C>          <C>
SOURCES OF CASH
Premiums and other considerations, net of reinsurance   $ 569,934    $ 600,405    $ 556,353
Net investment income                                      42,359       41,977       47,424
Other income                                                8,052        6,311        4,245
                                                        -----------------------------------
                                                          620,345      648,693      608,022

Life claims                                               (16,759)     (14,660)     (12,820)
Surrender benefits and other fund withdrawals            (206,250)    (196,169)     (81,902)
Other benefits to policyholders                           (19,041)     (18,251)     (17,385)
Commissions, other expenses and taxes                    (128,314)    (119,755)     (92,572)
Dividends to policyholders                                    (26)         (22)         (44)
Federal income taxes                                       (7,531)      (3,378)      (3,573)
Net increase in policy loans                               (9,605)      (4,496)      (4,686)
Net transfers to separate accounts                       (242,427)    (386,174)    (414,357)
                                                        -----------------------------------
Net cash used by operations                                (9,608)     (94,212)     (19,317)

Proceeds from investments sold, matured or repaid:
   Bonds and redeemable preferred stock                   108,554       99,241      203,547
   Common stocks                                            2,108       80,066       81,391
   Mortgage loans on real estate                            1,954          132          764
   Real estate                                               --           --            109
   Miscellaneous                                             --            (28)        --
                                                        -----------------------------------
Total cash from investments                               112,616      179,411      285,811

Capital contribution                                         --         45,000         --
Other sources                                               2,830        6,135        5,899
                                                        -----------------------------------
Total sources of cash                                     105,838      136,334      272,393

APPLICATIONS OF CASH
Cost of investments acquired:
   Bonds and redeemable preferred stock                   139,402       47,214      165,967
   Common stocks                                              589       65,911       82,767
   Mortgage loans on real estate                                6        1,004          290
   Real estate                                                449           37          478
                                                        -----------------------------------
Total investments acquired                                140,446      114,166      249,502

Dividend to stockholder                                      --           --          5,600
Other applications, net                                     7,115        6,086        1,959
                                                        -----------------------------------
Total applications of cash                                147,561      120,252      257,061
                                                        -----------------------------------
Net change in cash and short-term investments             (41,723)      16,082       15,332

Cash and short-term investments at beginning of year       46,722       30,640       15,308
                                                        -----------------------------------
Cash and short-term investments at end of year          $   4,999    $  46,722    $  30,640
                                                        ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

                 Notes to Financial Statements - Statutory-Basis
                             (Dollars in thousands)

                                December 31, 1995

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

NATURE OF BUSINESS

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

BASIS OF PRESENTATION

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

The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio, which practices differ in some respects from generally accepted
accounting principles. The more significant of these differences are as follows:
(a) bonds are generally carried at amortized cost rather than segregating the
portfolio into held-to-maturity (carried at amortized cost), available-for-sale
(carried at fair value), and trading (carried at fair value) classifications;
(b) acquisition costs of acquiring new business are charged to current
operations as incurred rather than deferred and amortized over the life of the
policies; (c) policy reserves on traditional life products are based on
statutory mortality rates and interest which may differ from reserves based on
reasonable assumptions of expected mortality, interest, and withdrawals which
include a provision for possible unfavorable deviation from such assumptions;
(d) policy reserves on certain investment products use discounting methodologies
utilizing statutory interest rates rather than full account values; (e)
reinsurance amounts are netted against the corresponding receivable or payable
rather than shown as gross amounts on the balance sheet; (f) deferred income
taxes are not provided for the difference between the financial statement and
income tax bases of assets and liabilities; (g) net realized gains or losses
attributed to changes in the

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

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

level of interest rates in the market are deferred and amortized over the
remaining life of the bond or mortgage loan, rather than recognized as gains or
losses in the statement of operations when the sale is completed; (h) declines
in the estimated realizable value of investments are provided for through the
establishment of a formula-determined statutory investment reserve (carried as a
liability) changes to which are charged directly to surplus, rather than through
recognition in the statement of operations for declines in value, when such
declines are judged to be other than temporary; (i) certain assets designated as
"non-admitted assets" have been charged to surplus rather than being reported as
assets; (j) revenues for universal life and investment products consist of
premiums received rather than policy charges for the cost of insurance, policy
administration charges, amortization of policy initiation fees and surrender
charges assessed; and (k) pension expense is recorded as amounts are paid. The
effects of these variances have not been determined by the Company.

The National Association of Insurance Commissioners (NAIC) currently is in the
process of recodifying statutory accounting practices, the result of which is
expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be completed in 1996,
will likely change, to some extent, prescribed statutory accounting practices
and may result in changes to the accounting practices that the Company uses to
prepare its statutory-basis financial statements.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid investments with remaining maturities of one year or less when purchased
to be cash equivalents. This amount includes $6,500 of short-term intercompany
notes receivable at December 31, 1995.

INVESTMENTS

Investments in bonds (except those to which the Securities Valuation Office of
the NAIC has ascribed a value), mortgage loans on real estate and short-term
investments are reported at cost adjusted for amortization of premiums and
accrual of discounts. Amortization is computed using methods which result in a
level yield over the expected life of the security. The Company reviews its
prepayment assumptions on mortgage and other asset backed securities at regular
intervals and adjusts amortization rates prospectively when such assumptions are
changed due to experience and/or expected future patterns. Investments in
preferred stocks in good standing are reported at cost. Investments in preferred
stocks not in good standing are reported at the lower of cost or market. Common
stocks are carried at market and include shares of mutual funds (money market
and other). Real estate is reported at cost less allowances for depreciation.
Depreciation is computed principally by the straight-line method. Policy loans
are reported at unpaid principal. Other "admitted assets" are valued,
principally at cost, as required or permitted by Ohio Insurance Laws.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

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

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

During 1995, 1994 and 1993, net realized capital gains of $554, $436 and $4,270,
respectively, were credited to the IMR rather than being immediately recognized
in the statements of operations. Amortization of these net gains aggregated
$882, $726 and $618 for the years ended December 31, 1995, 1994 and 1993,
respectively.

Interest income is recognized on an accrual basis. The Company does not accrue
income on bonds in default, mortgage loans on real estate in default and/or
foreclosure or which are delinquent more than twelve months, or real estate
where rent is in arrears for more than three months. Further, income is not
accrued when collection is uncertain. At December 31, 1995, 1994 and 1993, the
Company excluded investment income due and accrued of $1, $237 and $0,
respectively, with respect to such practices.

AGGREGATE RESERVES FOR POLICIES

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

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

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

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

Deferred annuity reserves are calculated according to the Commissioners' Annuity
Reserve Valuation Method plus excess interest reserves to cover situations where
the future interest guarantees plus the decrease in surrender charges are in
excess of the maximum valuation rates of interest. Reserves for immediate
annuities and supplementary contracts with and without life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 7.00% to 9.25% and mortality rates, where appropriate, from a variety of
tables.

POLICY AND CONTRACT CLAIM RESERVES

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

SEPARATE ACCOUNT

Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders. The
Company received variable contract premiums of $467,142, $533,536 and $489,243
in 1995, 1994 and 1993, respectively. All variable account contracts are subject
to discretionary withdrawal by the policyholder at the market value of the
underlying assets less the current surrender charge.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the 1995 presentation.


2. FAIR VALUES OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the statutory-basis
balance sheet, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

discount rate and estimates of future cash flows. In that regard, the derived
fair value estimates cannot be substantiated by comparisons to independent
markets and, in many cases, could not be realized in immediate settlement of the
instrument. Statement of Financial Accounting Standards No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements and allows companies to forego the disclosures when those estimates
can only be made at excessive cost. Accordingly, the aggregate fair value
amounts presented do not represent the underlying value of the Company.

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

   CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS: The carrying amounts
   reported in the statutory-basis balance sheet for these instruments
   approximate their fair values.

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

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

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

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

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                    DECEMBER 31
                                                        1995                            1994
                                            ----------------------------    ---------------------------
                                              CARRYING                       CARRYING
                                                VALUE        FAIR VALUE        VALUE         FAIR VALUE
                                            -----------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>
   ADMITTED ASSETS
   Bonds                                    $   452,474     $   479,656     $   423,758     $   414,541
   Stocks                                           834             834           2,555           2,555
   Mortgage loans on real estate                  6,181           6,536           9,539           7,915
   Policy loans                                  37,125          37,125          27,520          27,520
   Cash and short-term investments                4,999           4,999          46,722          46,722
   Separate account assets                    2,419,205       2,419,205       1,596,736       1,596,736

   LIABILITIES
   Investment contract liabilities              309,556         279,347         302,890         245,161
   Separate account annuities                 1,930,590       1,930,590       1,316,237       1,316,237
</TABLE>

3. INVESTMENTS

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

<TABLE>
<CAPTION>
                                                           GROSS            GROSS         ESTIMATED
                                          CARRYING       UNREALIZED      UNREALIZED         FAIR
                                           VALUE           GAINS           LOSSES           VALUE
                                          ---------------------------------------------------------
<S>                                       <C>           <C>                   <C>         <C>
   DECEMBER 31, 1995
   Bonds:
     United States Government and
       agencies                           $  11,611     $       64            $129        $  11,546
     State, municipal and other
       government                            15,079            940               -           16,019
     Public utilities                        16,143          1,425               -           17,568
     Industrial and miscellaneous           219,764         17,444             550          236,658
     Mortgage-backed securities             189,877          8,228             240          197,865
                                          ---------------------------------------------------------
   Total bonds                            $ 452,474        $28,101            $919         $479,656
                                          =========================================================
</TABLE>

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                        GROSS             GROSS         ESTIMATED
                                         CARRYING     UNREALIZED       UNREALIZED         FAIR
                                          VALUE         GAINS            LOSSES           VALUE
                                        ---------------------------------------------------------
<S>                                     <C>           <C>               <C>             <C>
   DECEMBER 31, 1994
   Bonds:
     United States Government and
       agencies                         $  11,277     $       17        $  1,048        $  10,246
     State, municipal and other
       government                          13,117              -             423           12,694
     Public utilities                      13,296             75             432           12,939
     Industrial and miscellaneous         238,389          3,668           7,543          234,514
     Mortgage-backed securities           147,679          1,597           5,128          144,148
                                        ---------------------------------------------------------
   Total bonds                            423,758          5,357          14,574          414,541

   Preferred stock                             14              -               -               14
                                        ---------------------------------------------------------
                                        $ 423,772       $  5,357         $14,574         $414,555
                                        =========================================================
</TABLE>

Preferred stock required writedowns for the securities not in good standing to
fair values of $64 in 1994.

The carrying value and fair value of bonds at December 31, 1995 by contractual
maturity are shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without penalties.

                                                                  ESTIMATED
                                                 CARRYING           FAIR
                                                   VALUE            VALUE
                                                 --------------------------

   Due in one year or less                       $  23,820        $  23,842
   Due one through five years                      109,362          114,336
   Due five through ten years                       91,534          101,034
   Due after ten years                              37,881           42,579
                                                 --------------------------
                                                   262,597          281,791
   Mortgage and other asset backed securities      189,877          197,865
                                                 --------------------------
                                                 $ 452,474         $479,656
                                                 ==========================

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

3. INVESTMENTS (CONTINUED)

A detail of net investment income is presented below:

                                               YEAR ENDED DECEMBER 31
                                          1995         1994          1993
                                         ---------------------------------- 

   Interest on bonds                     $38,047      $37,318       $43,744
   Dividends on equity investments            30          700         1,533
   Interest on mortgage loans                573          616           832
   Interest on policy loans                2,353        1,830         1,465
   Other investment income                 1,919        1,802         1,010
                                         ---------------------------------- 
   Gross investment income                42,922       42,266        48,584

   Investment expenses                    (2,031)      (2,127)       (2,387)
                                         ---------------------------------- 
   Net investment income                 $40,891      $40,139       $46,197
                                         ================================== 

Proceeds from sales and maturities of debt securities and related gross realized
gains and losses were as follows:

                                           YEAR ENDED DECEMBER 31
                                      1995           1994          1993
                                    -------------------------------------

   Proceeds                         $108,554        $99,241      $203,547
                                    =====================================

   Gross realized gains             $  1,631        $ 2,019      $  7,584
   Gross realized losses               1,346          1,362           703
                                    -------------------------------------
   Net realized gains               $    285        $    657     $  6,881
                                    =====================================

At December 31, 1995, bonds with an aggregate carrying value of $4,483 were on
deposit with certain state regulatory authorities or were restrictively held in
bank custodial accounts for benefit of such state regulatory authorities, as
required by statute.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

3. INVESTMENTS (CONTINUED)

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

<TABLE>
<CAPTION>
                                                              REALIZED
                                            ------------------------------------------ 
                                                       YEAR ENDED DECEMBER 31
                                              1995              1994             1993
                                            ------------------------------------------ 
<S>                                         <C>               <C>               <C>
   Debt securities                          $   285           $   657           $6,881
   Equity securities                              -            (1,579)               -
   Mortgage loans                            (1,409)                -                -
   Real estate                                    -                 -              (37)
                                            ------------------------------------------ 
                                             (1,124)             (922)           6,844

   Tax effect                                     -               225             (226)
   Transfer to interest maintenance reserve    (554)             (436)          (4,270)
                                            ------------------------------------------
   Net realized gains (losses)              $(1,678)          $(1,133)          $2,348
                                            ========================================== 
</TABLE>

<TABLE>
<CAPTION>
                                                                  UNREALIZED
                                                     ------------------------------------
                                                            YEAR ENDED DECEMBER 31
                                                       1995           1994          1993
                                                     ------------------------------------
<S>                                                  <C>            <C>            <C>
   Debt securities                                   $36,399        $(43,354)      $5,598
   Common stock                                         (236)          1,009        1,581
                                                     ------------------------------------
   Change in unrealized appreciation (depreciation)  $36,163        $(42,345)      $7,179
                                                     ====================================
</TABLE>

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

                                               UNREALIZED
                                    ---------------------------------
                                         YEAR ENDED DECEMBER 31
                                    1995           1994         1993
                                    --------------------------------- 

   Unrealized gains                 $361           $597        $1,045
   Unrealized losses                   -              -         1,457
                                    --------------------------------- 
   Net unrealized gains (losses)    $361           $597        $ (412)
                                    ================================= 

The Company issued no mortgage loans during 1995. The maximum percentage of any
one mortgage loan to the value of the underlying real estate at origination was
73%. The Company requires all mortgagees to carry fire insurance equal to the
value of the underlying property.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

3. INVESTMENTS (CONTINUED)

During 1995, 1994 and 1993, no mortgage loans were foreclosed and transferred to
real estate. During 1994, a mortgage loan loss reserve of $1,033 was
established. This reserve was released in 1995 coincident with the loss
recognition of $1,409 on a loan payoff.

At December 31, 1995, the Company had no investments (excluding U. S. Government
guaranteed or insured issues) which individually represented more than ten
percent of capital and surplus and the asset valuation reserve.

4. REINSURANCE

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

                               1995              1994              1993
                             --------------------------------------------

   Direct premiums           $570,413          $600,608          $556,641
   Reinsurance assumed          1,569             1,232             1,015
   Reinsurance ceded           (2,084)           (1,708)           (1,287)
                             --------------------------------------------
   Net premiums earned       $569,898          $600,132          $556,369
                             ============================================

The Company received reinsurance recoveries in the amount of $512, $1,146 and
$1,135 during 1995, 1994 and 1993, respectively. At December 31, 1995 and 1994,
estimated amounts recoverable from reinsurers that have been deducted from
policy and contract claim reserves totaled $2 and $85, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1995 and 1994 of $848 and $807,
respectively.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

5. INCOME TAXES

Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before taxes and
realized capital gains (losses) for the following reasons:

<TABLE>
<CAPTION>
                                                  1995           1994         1993
                                                 ----------------------------------
<S>                                              <C>            <C>          <C>
   Computed tax at federal statutory rate (35%)  $5,096         $1,190       $2,368
   Purchase accounting tax adjustments                -              -         (424)
   Deferred acquisition costs - tax basis         4,241          4,043        3,395
   Tax reserve valuation                            (49)        (1,353)        (817)
   Investment income differences                     85           (109)        (192)
   Amortization of IMR                             (309)          (254)        (216)
   Other, net                                      (147)          (111)          92
                                                 ----------------------------------
   Federal income tax expense                    $8,917         $3,406       $4,206
                                                 ==================================
</TABLE>

Prior to 1984, as provided for under the Life Insurance Company Tax Act of 1959,
a portion of statutory income was not subject to current taxation, but was
accumulated for income tax purposes in a memorandum account referred to as the
policyholders' surplus account. No federal income taxes have been provided for
in the financial statements on income deferred in the policyholders' surplus
account ($293 at December 31, 1995). To the extent dividends are paid from the
amount accumulated in the policyholders' surplus account, net earnings would be
reduced by the amount of tax required to be paid. Should the entire amount in
the policyholders' surplus account become taxable, the tax thereon computed at
current rates would amount to approximately $103.

In 1995, the Company reached a final settlement with the Internal Revenue
Service for 1987 through 1993 resulting in taxes of $1,275 and interest of $120
(net of $65 tax effect). The assessment was charged to surplus as a prior period
adjustment.

During 1994, the Company settled tax years 1980 through 1986 with the Internal
Revenue Service. The agreed upon settlement totaled $2.26 million in taxes and
interest. The Company's former parent company, Kansas City Southern Industries,
is principally liable for reimbursing this amount to the Company under the terms
of an indemnification agreement made coincident with the sale of the Company. A
charge to surplus of $1.8 million was made as a prior period adjustment related
to this assessment.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

6. POLICY AND CONTRACT ATTRIBUTES

Participating life insurance policies are issued by the Company which entitle
policyholders to a share in the earnings of the participating policies, provided
that a dividend distribution, which is determined annually based on mortality
and persistency experience of the participating policies, is authorized by the
Company. Participating insurance constituted approximately 7.7% and 8.2% of life
insurance in force at December 31, 1995 and 1994, respectively.

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

<TABLE>
<CAPTION>
                                                                   DECEMBER 31
                                                          1995                    1994
                                                  --------------------    -------------------
                                                               PERCENT                PERCENT
                                                    AMOUNT    OF TOTAL       AMOUNT  OF TOTAL
                                                 --------------------    --------------------
<S>                                               <C>          <C>        <C>          <C>
   Subject to discretionary withdrawal with
     market value adjustment                      $   13,422     1%       $   12,345     1%
   Subject to discretionary withdrawal at
     book value less surrender charge                 60,970     3            73,733     4
   Subject to discretionary withdrawal at
     market value                                  1,930,590    85         1,316,237    81
   Subject to discretionary withdrawal at
     book value (minimal or no charges or
     adjustments)                                    227,549    10           207,779    13
   Not subject to discretionary withdrawal
     provision                                        20,034     1            22,788     1
                                                  --------------------    -------------------
                                                   2,252,565   100%        1,632,882   100%
                                                             =========               ========

   Less reinsurance ceded                                  -                       -
                                                  ----------              -----------        
   Total policy reserves on annuities and
     deposit fund liabilities                     $2,252,565              $1,632,882
                                                  ==========              ==========
</TABLE>

Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next anniversary
date. At December 31, 1995 and 1994, these assets (which are reported as
premiums deferred and uncollected) and the amounts of the related gross premiums
and loadings, are as follows:

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

6.  POLICY AND CONTRACT ATTRIBUTES (CONTINUED)

                                           GROSS        LOADING        NET
                                          ----------------------------------
   DECEMBER 31, 1995
   Ordinary direct first year business    $   47         $  17      $     30
   Ordinary direct renewal business        1,707           229         1,478
   Group life direct business                379             -           379
   Reinsurance ceded                        (100)            -          (100)
                                          ----------------------------------
                                          $2,033          $246        $1,787
                                          ==================================

   DECEMBER 31, 1994
   Ordinary direct first year business    $   46          $ 17        $   29
   Ordinary direct renewal business        1,649           252         1,397
   Group life direct business                362             -           362
   Reinsurance ceded                         (25)            -           (25)
                                          ----------------------------------
                                          $2,032          $269        $1,763
                                          ==================================

At December 31, 1995 and 1994, the Company had insurance in force aggregating
$2,374 and $3,403, respectively, in which the gross premiums are less than the
net premiums required by the standard valuation standards established by the
Insurance Department of the State of Ohio. The Company established policy
reserves of $32 and $40 to cover these deficiencies at December 31, 1995 and
1994, respectively.

In 1994, the NAIC enacted a guideline to clarify reserving methodologies for
contracts that require immediate payment of claims upon proof of death of the
insured. Companies were allowed to grade the effects of the change in reserving
methodologies over five years. A direct charge to surplus of $3,496 and $450 was
made for the years ended December 31, 1995 and 1994, respectively, related to
the change in reserve methodology.

7. DIVIDEND RESTRICTIONS

Generally, an insurance company's ability to pay dividends is limited to the
amount that their net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements. However,
payment of such amounts as dividends may be subject to approval by regulatory
authorities. The maximum dividend payout which may be made without prior
approval in 1996 is approximately $9,644.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

8. RETIREMENT AND COMPENSATION PLANS

The Company's employees participate in a qualified benefit plan sponsored by
AEGON. The Company has no legal obligation for the plan. The Company recognizes
pension expense equal to its allocation from AEGON. The pension expense is
allocated among the participating companies based on the FASB Statement No. 87
expense as a percent of salaries. The benefits are based on years of service and
the employee's compensation during the highest five consecutive years of
employment. Pension expense aggregated $505, $397 and $249 for the years ended
December 31, 1995, 1994 and 1993, respectively. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974.

The Company's employees also participate in a contributory defined contribution
plan sponsored by AEGON which is qualified under Section 401(k) of the Internal
Revenue Service Code. Employees of the Company who customarily work at least
1,000 hours during each calendar year and meet the other eligibility
requirements, are participants of the plan. Participants may elect to contribute
up to fifteen percent of their salary to the plan. The Company will match an
amount up to three percent of the participant's salary. Participants may direct
all of their contributions and plan balances to be invested in a variety of
investment options. The plan is subject to the reporting and disclosure
requirements of the Employee Retirement and Income Security Act of 1974. Pension
expense related to this plan was $305, $250 and $176 for the years ended
December 31, 1995, 1994 and 1993, respectively.

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

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

8. RETIREMENT AND COMPENSATION PLANS (CONTINUED)

In addition to pension benefits, the Company participates in plans sponsored by
AEGON that provide postretirement medical, dental and life insurance benefits to
employees meeting certain eligibility requirements. Portions of the medical and
dental plans are contributory. The expenses of the postretirement plans
calculated on the pay-as-you-go basis are charged to affiliates in accordance
with an intercompany cost sharing arrangement. The Company expensed $86, $70 and
$0 for the years ended December 31, 1995, 1994 and 1993, respectively.

9. RELATED PARTY TRANSACTIONS

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

The Company receives investment advisory and management services from certain
affiliates. During 1995, 1994 and 1993, the Company paid $8,825, $7,497 and
$4,583, respectively, for such services, which approximates their costs to the
affiliates. The Company provides office space, marketing and administrative
services to certain affiliates. During 1995, 1994 and 1993, the Company received
$4,545, $3,261 and $1,900, respectively, for such services, which approximates
their cost. The Company had a receivable (payable) with affiliates of $3,625 and
$(674) at December 31, 1995 and 1994, respectively.

The Company paid a cash dividend to its immediate parent, First AUSA Life
Insurance Company, of $5,600 in 1993, and during 1994 received capital
contributions of $45,000.

The Company has an agreement with an affiliate through which net agents debit
balances are sold for cash. The net non-admitted assets sold during 1995, 1994
and 1993 aggregated $5,887, $3,553 and $4,555, respectively.

At December 31, 1995, the Company has a $6,500 short-term note receivable from
an affiliate. Interest on this note accrues at 5.82%.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

           Notes to Financial Statements - Statutory-Basis (continued)
                             (Dollars in thousands)

10. COMMITMENTS AND CONTINGENCIES

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

The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyholders and claimants in the event of insolvency of
other insurance companies. Assessments are charged to operations when received
by the Company except where right of offset against other taxes paid is allowed
by law; amounts available for future offsets are recorded as an asset on the
Company's balance sheet. The future obligation has been based on the most recent
information available from the National Organization of Life and Health
Insurance Guaranty Association. Potential future obligations for unknown
insolvencies are not determinable by the Company. The Company has established a
reserve of $4,445 at December 31, 1995 for its estimated share of future
guaranty fund assessments related to several post major insurer insolvencies. An
asset of $1,319 at December 31, 1995 has been recorded relating to anticipated
offsets available for certain state premium taxes to be utilized in future
periods. The guaranty fund expense was $1,950, $618 and $329 at December 31,
1995, 1994 and 1993, respectively.

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

                        Summary of Investments Other Than
                         Investments in Related Parties
                             (Dollars in thousands)

                                December 31, 1995

<TABLE>
<CAPTION>

SCHEDULE I
                                                                                AMOUNT AT WHICH
                                                                                 SHOWN IN THE
            TYPE OF INVESTMENT               COST (1)           VALUE            BALANCE SHEET
- -----------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                   <C>
FIXED MATURITIES
Bonds:
   United States Government and govern-
     ment agencies and authorities          $108,398          $112,590              $108,213
   Foreign governments                        15,196            16,019                15,079
   Public utilities                           16,179            17,568                16,143
   All other corporate bonds                 315,676           333,479               313,039
                                            ------------------------------------------------
Total fixed maturities                       455,449           479,656               452,474

EQUITY SECURITIES
Common stocks:
   Industrial, miscellaneous and all other       473               834                   834
                                            ------------------------------------------------
Total equity securities                          473               834                   834

Mortgage loans on real estate                  6,181             6,536                 6,181
Real estate                                    5,121             5,121                 5,121
Policy loans                                  37,125            37,125                37,125
Cash and short-term investments                4,999             4,999                 4,999
                                            ------------------------------------------------
Total investments                           $509,348          $534,271              $506,734
                                            ================================================
</TABLE>

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

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

                       Supplementary Insurance Information
                             (Dollars in thousands)

SCHEDULE III
                              FUTURE POLICY                     POLICY AND
                               BENEFITS AND      UNEARNED        CONTRACT
                                 EXPENSES        PREMIUMS       LIABILITIES
                              ---------------------------------------------

YEAR ENDED DECEMBER 31, 1995
Individual life               $  65,259             $41            $5,811
Group life and health             7,904               -               701
Annuity                         319,353               -               100
                              -------------------------------------------
                               $392,516             $41            $6,612
                              ===========================================

YEAR ENDED DECEMBER 31, 1994
Individual life               $  77,366             $52            $4,501
Group life                        7,323               -               481
Annuity                         314,124               -               137
                              -------------------------------------------
                              $ 398,813             $52            $5,119
                              ===========================================

YEAR ENDED DECEMBER 31, 1993
Individual life               $  78,371             $56            $2,757
Group life                       17,380               -               488
Annuity                         392,714               -               763
                              -------------------------------------------
                              $ 488,465             $56            $4,008
                              ===========================================

<PAGE>

<TABLE>
<CAPTION>
                          NET               BENEFITS             OTHER
PREMIUM REVENUE       INVESTMENT           AND CLAIMS          OPERATING              PREMIUMS
   REVENUE              INCOME              EXPENSES            EXPENSES               WRITTEN
- ----------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                 <C>                   <C>
    $188,143           $  9,470            $  36,066           $  83,675             $  99,115
       3,365              1,054                2,217                 946                   780
     378,390             30,367              205,375              44,447               342,949
- ----------------------------------------------------------------------------------------------
    $569,898            $40,891             $243,658            $129,068              $442,844
==============================================================================================

    $147,282            $10,146            $  29,272           $  71,807             $  89,467
       3,709                372                1,754               1,329                 1,846
     449,141             29,621              199,485              44,063               421,176
- ----------------------------------------------------------------------------------------------
    $600,132            $40,139             $230,511            $117,199              $512,489
==============================================================================================

    $101,621            $10,943            $  24,086           $  52,514              $ 62,600
       5,387                201                1,293               1,104                 4,063
     449,361             35,053               86,406              37,740               419,037
- ----------------------------------------------------------------------------------------------
    $556,369            $46,197             $111,785           $  91,358              $485,700
==============================================================================================
</TABLE>

<PAGE>

                   Western Reserve Life Assurance Co. of Ohio

                                   Reinsurance
                             (Dollars in thousands)

SCHEDULE IV

<TABLE>
<CAPTION>
                                                                  ASSUMED                        PERCENTAGE
                                                CEDED TO           FROM                           OF AMOUNT
                                GROSS             OTHER            OTHER             NET           ASSUMED
                                AMOUNT          COMPANIES        COMPANIES         AMOUNT           TO NET
                              -----------------------------------------------------------------------------
<S>                           <C>               <C>              <C>             <C>                <C>
YEAR ENDED DECEMBER 31, 1995
Life insurance in force       $21,057,581       $1,365,119       $        -      $19,692,462         0.0%
                              =============================================================================

Premiums:
   Individual life            $   189,870       $    1,727       $        -      $   188,143         0.0%
   Group life and health            2,153              357            1,569            3,365        46.6
   Annuity                        378,390                -                -          378,390         0.0
                              -----------------------------------------------------------------------------
                              $   570,413       $    2,084       $    1,569      $   569,898         0.2%
                              =============================================================================

YEAR ENDED DECEMBER 31, 1994
Life insurance in force       $14,321,386       $1,090,845       $1,271,402      $14,501,943         8.8%
                              =============================================================================

Premiums:
   Individual life            $   148,766       $    1,484       $        -      $   147,282         0.0%
   Group life                       2,701              224            1,232            3,709        33.0
   Annuity                        449,141                -                -          449,141         0.0
                              -----------------------------------------------------------------------------
                              $   600,608       $    1,708       $    1,232      $   600,132         0.4%
                              =============================================================================

YEAR ENDED DECEMBER 31, 1993
Life insurance in force       $ 9,881,904       $  851,042       $1,009,201      $10,040,063        10.1%
                              =============================================================================

Premiums:
   Individual life            $   102,817       $    1,196       $        -      $   101,621         0.0%
   Group life                       4,463               91            1,015            5,387        18.8
   Annuity                        449,361                -                -          449,361         0.0
                              -----------------------------------------------------------------------------
                              $   556,641       $    1,287       $    1,015      $   556,369         0.2%
                              =============================================================================
</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission