WRL SERIES LIFE ACCOUNT
S-6/A, 1998-11-30
Previous: DELAWARE GROUP EQUITY FUNDS IV INC, 485BPOS, 1998-11-30
Next: BRANDYWINE FUND INC, NSAR-B, 1998-11-30




   
   As filed with the Securities and Exchange Commission on November 30, 1998
                   Registration File Nos. 333-62397/811-4420
    
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
   
                       ---------------------------------
                         PRE-EFFECTIVE AMENDMENT NO. 1
                                   FORM S-6
    
                       ---------------------------------
                   FOR REGISTRATION UNDER THE SECURITIES ACT
                OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
                       ---------------------------------
                            WRL SERIES LIFE ACCOUNT
                             (Exact Name of Trust)

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

   
                             570 Carillon Parkway
                         St. Petersburg, Florida 33716
         (Complete Address of Depositor's Principal Executive Offices)
    
                            Thomas E. Pierpan, Esq.
       Vice President, Assistant Secretary and Associate General Counsel
                  Western Reserve Life Assurance Co. of Ohio
   
                             570 Carillon Parkway
                         St. Petersburg, Florida 33716
               (Name and Complete Address of Agent for Service)
    

                                  Copies to:

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

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

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the Registration Statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
0hereby elects to register an indefinite amount of securities being offered.

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

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

       

<PAGE>

   
                              WRL FREEDOM ELITE(SM)
                              INDIVIDUAL FLEXIBLE
                             PREMIUM VARIABLE LIFE
                               INSURANCE POLICY

                                   Issued by
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                             570 Carillon Parkway
                         St. Petersburg, Florida 33716
                                1-800-851-9777
                                (727) 299-1800
    

     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
$250,000 for Issue Ages 0-60, and $100,000 for Issue Ages above 60.

     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 allowing the Policyowner to cancel
the Policy within 10 days after receipt. Certain states require a free-look
period longer than 10 days, either for all Policyowners or 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.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE 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 OR PRECEDED BY THE CURRENT PROSPECTUS
FOR THE WRL SERIES FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL
STATES. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

   
                            Prospectus Dated January 4, 1999
    
<PAGE>

                               TABLE OF CONTENTS


   
                                                            PAGE
                                                           -----
DEFINITIONS ............................................      1
INTRODUCTION ...........................................      2
INVESTMENT EXPERIENCE INFORMATION ......................      6
 Rates of Return .......................................      7
 Death Benefit, Cash Value and Net Surrender
     Value Illustrations ...............................      7
 Other Performance Data ................................     12
WESTERN RESERVE AND THE
SERIES ACCOUNT .........................................     13
 Western Reserve Life Assurance Co.
     of Ohio ...........................................     13
 The Series Account ....................................     13
POLICY BENEFITS ........................................     13
 Death Benefit .........................................     13
 When Insurance Coverage Takes Effect ..................     16
 Cash Value ............................................     16
INVESTMENTS OF THE SERIES ACCOUNT ......................     17
 WRL Series Fund, Inc. .................................     17
 Addition, Deletion, or Substitution
     of Investments ....................................     19
PAYMENT AND ALLOCATION OF PREMIUMS .....................     20
 Issuance of a Policy ..................................     20
 Premiums ..............................................     20
 Allocation of Premiums and Cash Value .................     21
 Dollar Cost Averaging .................................     22
 Asset Rebalancing Program .............................     22
 Policy Lapse and Reinstatement ........................     23
CHARGES AND DEDUCTIONS .................................     24
 Contingent Deferred Surrender Charges .................     24
 Pro Rata Decrease Charge ..............................     25
 Cash Value Charges ....................................     25
 Optional Cash Value Charges ...........................     26
 Charges Against the Series Account ....................     26
 Expenses of the Fund ..................................     26
POLICY RIGHTS ..........................................     27
 Loan Privileges .......................................     27
 Surrender Privileges ..................................     28
 Examination of Policy Privilege ("Free-Look") .........     28
 Conversion Rights .....................................     28
 Benefits at Maturity ..................................     28
 Payment of Policy Benefits ............................     29
GENERAL PROVISIONS .....................................     29
 Postponement of Payments ..............................     29
 The Contract ..........................................     29
 Suicide ...............................................     29

                                                            PAGE
                                                           -----
 Incontestability ......................................     29
 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 ...........................     33
FEDERAL TAX MATTERS ....................................     33
 Introduction ..........................................     33
 Tax Charges ...........................................     33
 Tax Status of the Policy ..............................     33
 Tax Treatment of Policy Benefits ......................     34
 Possible Tax Law Changes ..............................     35
 Employment-Related Benefit Plans ......................     35
SAFEKEEPING OF THE SERIES
ACCOUNT'S ASSETS .......................................     36
VOTING RIGHTS OF THE SERIES ACCOUNT ....................     36
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
YEAR 2000 MATTERS ......................................     38
INFORMATION ABOUT
WESTERN RESERVE'S
FINANCIAL STATEMENTS ...................................     38
APPENDIX A - ILLUSTRATION
OF BENEFITS ............................................     39
APPENDIX B - WEALTH INDICES OF
INVESTMENTS IN THE U.S. CAPITAL
MARKETS ................................................     42
INDEX TO FINANCIAL
STATEMENTS .............................................     44
    
              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.
      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.
      IN FORCE -- Condition under which the coverage under the Policy or a
rider is active and the Insured's life remains insured.
      INITIAL PREMIUM -- The amount which must be paid before coverage begins.
      INSURED -- The person whose life is insured under the Policy.
      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 Anniversary nearer the Insured's 95th birthday, when
coverage under the Policy will terminate if the Insured is living and the
Policy is In Force. The Maturity Date may be extended under the Extension of
Maturity Date provision of the Policy.
      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 as of the date of surrender, less any Contingent
Deferred Surrender Charges, less any outstanding Policy loan and plus any
interest the Owner paid in advance on the loan for the period between the date
of surrender and the next Policy Anniversary.
      NO LAPSE DATE -- The last Valuation Date of the third Policy year. It is
the date prior to which the Policy will not lapse if certain conditions are
met, even though the Net Surrender Value may be insufficient to meet the
monthly deductions.
    
      OFFICE -- The administrative office of Western Reserve whose mailing
address is P. O. Box 5068, Clearwater, Florida 33758-5068.
   
      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 Western Reserve
deems all underwriting requirements satisfied, insurance coverage is effective,
the premium(s) is allocated to the Money Market Sub-Account 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.  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.
      RECORD DATE -- The date when the Policy is recorded on the books of
Western Reserve as an In Force Policy, the Policy is issued, the Free Look
Period begins, and premiums are allocated from the Money Market Sub-Account to
the Accounts as elected by the Owner on the application.
      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 Specified Amount is shown on the
Policy Schedule Page. It will be reduced by the dollar amount of any cash
withdrawal if the Policyowner has chosen the Option A death benefit. The
Specified Amount may be reduced by a decrease in the Specified Amount, as
described herein.
      SUB-ACCOUNT -- A sub-division of the Series Account. Each Sub-Account
invests exclusively in the shares of a specified Portfolio of the Fund.
      SURRENDER CHARGE BASE PREMIUM -- The amount shown on the Policy's
Schedule Page, used to help determine Contingent Deferred Surrender Charges.
      TERMINATION -- Condition when the Insured's life is no longer insured
under the coverage provided.
      VALUATION DATE -- Each day on which the New York Stock Exchange is open
for business.
      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 can 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 Premiums to one or more Sub-Accounts, or
     to the Fixed Account, or to a combination of both. Each Sub-Account invests
     in a designated Portfolio of the Fund. The amount and/or duration of the
     life insurance coverage and the Cash Value of the Policy are not guaranteed
     and may increase or decrease depending upon the investment experience of
     the Sub-Accounts. 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 Premiums, p. 21.) Unlike
     conventional fixed-benefit life insurance, a Policyowner also has the
     flexibility, subject to certain restrictions (see Premiums - Premium
     Limitations, p. 20), to vary the frequency and amount of premium payments
     and to adjust the death benefits payable under the Policy by 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. Additional
     premium payments may be necessary to prevent Lapse if Net Surrender Value
     is insufficient to pay the monthly deduction, and a grace period expires
     without a sufficient payment. (See Policy Lapse and Reinstatement - Lapse,
     p. 23.)
    

 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 current 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. If the Owner chooses Death Benefit Option A, the Specified Amount
     will be reduced by the dollar amount of any withdrawal. The amount of death
     benefit will be reduced by any outstanding Policy loan and any due and
     unpaid charges. The death benefit proceeds will be increased by any
     interest the Owner paid in advance on the loan for the period between the
     date of death and the next Policy Anniversary, and 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 $250,000 for Issue Ages 0-60, and $100,000 for Issue Ages above
     60. The minimum Specified Amount is stated in the Policyowner's Policy.
     (See Policy Benefits - Death Benefit, p. 13.)
    

          Optional insurance benefits offered under the Policy include a
     Children's Insurance Rider; an Other Insured Rider; an Accidental Death
     Benefit Rider; a Disability Waiver Rider; a Disability Waiver and Income
     Rider; a Primary Insured Rider and a Primary Insured Rider Plus. (See
     Optional Cash Value Charges - Optional Insurance Benefits, p. 26.) 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. 25.)
    
          A Terminal Illness Accelerated Death Benefit Rider is automatically
     included with every Policy at no additional charge. (This Rider may not be
     available in all states.) 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 General Provisions
     - Optional Insurance Benefits - Terminal Illness Accelerated Death Benefit
     Rider, p. 31.)

          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 policy loan, and any due and unpaid charges. The death benefit
     amount will be increased by any interest the Owner paid in advance on the
     loan for the period between the date of death and the next Policy
     Anniversary, and by any insurance benefits added by rider. The death
     benefit may exceed the Specified Amount depending upon the death benefit
     option chosen and the Cash Value of the Policy. (See Policy Benefits -
     Death Benefit, p. 13.)

          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, any cash withdrawals, and any charges imposed in connection
     with the Policy. The entire investment risk for amounts allocated to the
     Sub-Accounts is borne by the Policyowner; Western Reserve does not
     guarantee a minimum Cash Value. (See Policy Benefits - Cash Value, p. 16.)
    

                                       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, by decreasing the
     Specified Amount of the Policy or by adding riders to increase the total
     death benefit payable. No change in the Death Benefit Option 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. 14.) No decrease in the
     Specified Amount may be requested during the first three Policy years. (See
     Policy Benefits - Death Benefit, p. 13.) (See Cash Value Charges - Cost of
     Insurance, p. 25.)
           
 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. 20.) 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 set forth in the Policy. The amount and frequency of
     Planned Periodic Premium payments may be changed upon written request. (See
     Premiums - Planned Periodic Premiums, p. 20.)

 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. 25), and a grace period expires without a sufficient payment by the
     Policyowner. (See Loan Privileges - Indebtedness, p. 27.) During the first
     three Policy years (that is, until the No Lapse Date), the Policy will
     remain In Force and no grace period will begin provided: (1) no riders have
     been added since the Policy Date; and (2) the total premiums received
     (minus any withdrawals, any outstanding loans and any pro rata Decrease
     Charge) equals or exceeds the minimum monthly guarantee premium times the
     number of months since the Policy Date, including the current month. The
     minimum monthly guarantee premium is set forth in the Policy, unless
     changed due to a requested change under the Policy by the Policyowner, at
     which time the Policyowner will be notified of the new minimum monthly
     guarantee premium and its effective date. The Policy, therefore, differs in
     two important respects from a conventional life insurance policy. First,
     the failure to pay a Planned Periodic Premium will not automatically cause
     the Policy to Lapse. Second, after the No Lapse Date the Policy can lapse
     even if Planned Periodic Premiums or premiums in other amounts have been
     paid, if Net Surrender Value is insufficient to pay the monthly deduction,
     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 deductions. 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. The Net Surrender
     Value as of the Maturity Date will be paid to the Policyowner. Upon written
     request, Western Reserve will extend the Maturity Date, as elected by the
     Policyowner, to one of the following: (1) if the Death Benefit Option Type
     is other than Option A, the Option Type will be changed to Option A. On
     each Valuation Date, the Specified Amount will be adjusted to equal the
     Cash Value, and the Limitation Percentage will be 100%. No additional
     premium payments will be permitted except to prevent lapse of the Policy.
     All future monthly deductions will be waived; or (2) the Maturity Date will
     automatically be extended until the next Policy Anniversary. The
     Policyowner must request in writing that the Maturity Date be extended
     prior to each Policy Anniversary thereafter. (See Policy Rights - Benefits
     at Maturity, p. 28.)
    

 7. HOW ARE PREMIUMS ALLOCATED?
   
          The full premium is available for allocation ("Premium"). The
     Policyowner initially determines the allocation of the Premium among the
     Sub-Accounts, each of which invests in shares of a designated Portfolio of
     the Fund, or to the Fixed Account, or a combination of both. Each Portfolio
     has a different investment objective. (See Investments of the Series
     Account - WRL Series Fund, Inc., p. 17.) The allocation of future Premiums
     may be changed 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 reserves the right to
     impose a $25 charge for each allocation change in excess of one per Policy
     year quarter.
    

 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. 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 current value of the amounts allocated to
     the Accounts plus any charges previously deducted. In certain states, the
     refund
    

                                       3
<PAGE>

     will be the total of all premiums paid. (See Policy Rights - Examination of
     Policy Privilege, p. 28.)

 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, 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 Federal income tax penalty. (See Federal Tax Matters, p.
     33.)
    

          The interest rate charged on Policy loans is at the rate of 5.2%
     payable annually in advance (equivalent to an effective annual rate of
     5.5%). 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 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, including the potential
     for a Policy to lapse if anticipated earnings, taking into account any
     outstanding loans, are not achieved. There are also 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?
   
          "Contingent Deferred Surrender Charges" are deducted if the Policy is
     surrendered during the first fifteen Policy years. The surrender charges
     consist of an Issue Charge of $5.00 per $1,000 of Specified Amount, and
     also consists of a Sales Charge equal to 26.5% of the Surrender Charge Base
     Premium and not more than 8.4% of premiums above that amount. A declining
     percentage of the surrender charge is assessed after the tenth year. . In
     addition, a pro rata Decrease Charge equal to the Contingent Deferred
     Surrender Charges on a full surrender multiplied by the ratio of the
     requested decrease in Specified Amount to the initial full Specified Amount
     will be calculated and charged to the Cash Value for any decreases in the
     Policy's Specified Amount which occur during the first fifteen Policy
     years. Any future Contingent Deferred Surrender Charges will be reduced
     proportionately by an amount equal to the surrender charge multiplied by
     the ratio of any prior decreases in Specified Amount to the initial full
     Specified Amount. The Contingent Deferred Surrender Charges imposed upon
     early surrender or a decrease in Specified Amount will be significant. As a
     result, you should purchase a Policy only if you have the financial
     capability to keep it In Force at the initial Specified Amount for a
     substantial period of time. (See Charges and Deductions - Contingent
     Deferred Surrender Charge, p. 24 and Pro Rata Decrease Charge, p. 25.)
    

          Cost of insurance charges and a $5.00 monthly Policy Charge, are
     deducted monthly from the Cash Value of each Policy to compensate Western
     Reserve for the cost of administering the Policy. Cost of insurance charges
     will vary with the Policy's Specified Amount, the Death Benefit Option
     chosen and the investment experience of the Portfolios in which the Policy
     is invested. (See Charges and Deductions - Cash Value Charges, p. 25.)

          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, change in Premium
     allocation, certain Cash Value transfers and cash withdrawals. (See Charges
     and Deductions - Optional Cash Value Charges, p. 26.)

   
          Western Reserve charges the Sub-Accounts 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.
     This charge is guaranteed to be reduced to 0.60% after the first fifteen
     Policy years. Western Reserve intends to reduce this charge to 0.30%
     starting in the sixteenth Policy year. However, the reduction to 0.30% is
    

                                       4
<PAGE>

       not guaranteed and Western Reserve reserves the right to maintain this
       charge at 0.60% level after the fifteenth Policy year. (See Charges and
       Deductions - Charges Against the Series Account, p. 26.)

          Each Sub-Account invests in a corresponding Portfolio of the Fund.
     Each Portfolio pays investment management fees based on a percentage of the
     Portfolio's average daily net assets. The annual management fees and other
     Fund expenses for the Portfolios are provided on p. 6, under the heading
     Fund Annual Expenses. Effective January 1, 1997, the Fund adopted a Plan of
     Distribution pursuant to Rule 12b-1 under the Investment Company Act of
     1940, as amended (the "1940 Act") ("Distribution Plan") and pursuant to the
     Plan, 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-hundredths
     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 incurred
     with respect to any Portfolio until April 30, 1999. Prior to ISI 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. 17.)

          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 or
     from the Sub-Accounts to the Fixed Account. Transfers may also be made from
     the Fixed Account to the Sub-Accounts subject to certain restrictions. (See
     the Fixed Account - Allocations, Transfers and Withdrawals, p. 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. 21.)
    

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-tobacco use Ultimate Select, non-tobacco use Select,
     tobacco use Ultimate Standard or tobacco use 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% Federal
     income tax penalty.

          If the Policy is not a modified endowment contract, distributions
     generally will be treated first as a return of basis or investment in the
     contract and then as disbursing taxable income. Moreover, loans and loans
     secured by a Policy will not be treated as distributions. Finally, neither
     distributions nor loans from a Policy that is not a modified endowment
     contract are subject to the 10% Federal income tax penalty. For further
     elaboration on the tax consequences of a Policy, see Federal Tax Matters,
     p. 33.


                                       5
<PAGE>

FUND ANNUAL EXPENSES* (AS A % OF FUND AVERAGE NET ASSETS)



<TABLE>
<CAPTION>
                                                Aggressive    Emerging
                                                  Growth       Growth      Growth
                                                 Portfolio   Portfolio   Portfolio
                                               ------------ ----------- -----------
<S>                                            <C>          <C>         <C>
Management Fees ..............................      0.80%       0.80%       0.80%
Other Expenses (after reimbursement) .........      0.16%       0.13%       0.07%
Total Fund Annual Expenses ...................      0.96%       0.93%       0.87%



<CAPTION>
                                                                                       C.A.S.E.
                                                  Global     Balanced   Value Equity    Growth
                                                Portfolio   Portfolio     Portfolio    Portfolio
                                               ----------- ----------- -------------- ----------
<S>                                            <C>         <C>         <C>            <C>
Management Fees ..............................     0.80%       0.80%          0.80%       0.80%
Other Expenses (after reimbursement) .........     0.20%       0.14%          0.09%       0.20%
Total Fund Annual Expenses ...................     1.00%       0.94%          0.89%       1.00%
</TABLE>


<TABLE>
<CAPTION>
                                                     Strategic     Growth &     Money
                                          Bond     Total Return     Income      Market
                                       Portfolio     Portfolio    Portfolio   Portfolio
                                      ----------- -------------- ----------- -----------
<S>                                   <C>         <C>            <C>         <C>
 Management Fees ....................     0.45%          0.80%       0.75%       0.40%
 Other Expenses
  (after reimbursement) .............     0.14%          0.08%       0.21%       0.08%
 Total Fund Annual Expenses .........     0.59%          0.88%       0.96%       0.48%


<CAPTION>
                                        Tactical                                     Third         Real
                                          Asset     International                    Avenue       Estate
                                       Allocation       Equity      U.S. Equity      Value      Securities
                                        Portfolio     Portfolio      Portfolio    Portfolio**   Portfolio**
                                      ------------ --------------- ------------- ------------- ------------
<S>                                   <C>          <C>             <C>           <C>           <C>
 Management Fees ....................      0.80%           1.00%         0.80%         0.80%         0.80%
 Other Expenses
  (after reimbursement) .............      0.07%           0.50%         0.50%         0.20%         0.20%
 Total Fund Annual Expenses .........      0.87%           1.50%         1.30%         1.00%         1.00%

<FN>
  *  Effective January 1, 1997, the Fund adopted a Plan of Distribution pursuant
     to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the
     Plan, 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-hundredths 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 incurred with respect to any Portfolio
     until April 30, 1999. Prior to ISI seeking reimbursement, Policyowners will
     be notified in advance.

  ** Because the Third Avenue Value Portfolio commenced operations on January 2,
     1998, and the Real Estate Securities Portfolio commenced operations on May
     1, 1998, the percentages set forth as "Other Expenses" and "Total Fund
     Annual Expenses" reflect estimates of "Other Expenses" for the first year
     of operations.
</FN>
</TABLE>


     The purpose of the preceding Table is to assist the Policyowner in
understanding the various costs and expenses that a Policyowner will bear
directly and indirectly. The Table reflects charges and expenses of the
Portfolios of the Fund for the fiscal year ended December 31, 1997, except that
the "Other Expenses" and "Total Fund Annual Expenses" for the Third Avenue
Value and Real Estate Securities Portfolios are estimates. Expenses of the Fund
may be higher or lower in the future. Certain states and other governmental
entities may impose a premium tax, which the Table does not include. For more
information on the charges described in this Table, see "Charges And
Deductions" on page 24 and the Fund Prospectus which accompanies this
Prospectus.

     WRL Investment Management, Inc. ("WRL Management") has undertaken, until
at least April 30, 1999, to pay Fund expenses on behalf of the Portfolios to
the extent normal operating expenses of a Portfolio exceed a stated percentage
of each Portfolio's average daily net assets. The expense limitation for the
Aggressive Growth, Emerging Growth, Growth, Global, Balanced, Value Equity,
C.A.S.E. Growth, Third Avenue Value, Strategic Total Return, Growth & Income,
Tactical Asset Allocation and Real Estate Securities Portfolios is 1.00% of the
average daily net assets; 0.70% of the average daily net assets of the Bond and
Money Market Portfolios; 1.50% of the average daily net assets of the
International Equity Portfolio; and 1.30% of the average daily net assets of
the U.S. Equity Portfolio. In 1997, WRL Management, the Fund's Investment
Adviser, reimbursed the C.A.S.E. Growth Portfolio in the amount of $50,000, the
International Equity Portfolio in the amount of $179,000 and the U.S. Equity
Portfolio in the amount of $29,000. Without such reimbursement, the total
annual Fund expenses during 1997 for the C.A.S.E. Growth Portfolio,
International Equity Portfolio and U.S. Equity Portfolio would have been 1.13%,
3.12% and 1.49%, respectively.

                       INVESTMENT EXPERIENCE INFORMATION

      The information provided in this section shows the historical investment
experience of the Fund and hypothetical illustrations of the Policy based on
the historical investment experience of the Fund. It does not represent or
project future investment performance.

   
      The Policies became available for sale in January of 1999. The Series
Account and the Fund commenced operations on October 2, 1986. The rates of
return shown below depict the historic investment experience of each Portfolio
of the Fund for the periods shown and assumes that the rate of return for each
Portfolio in each calendar year was uniformly earned throughout the year. The
actual performance of the Portfolios, however, has and will vary throughout the
year, and will result in variable monthly deductions from Cash Value that could
affect performance. 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, for an Insured in the
age and risk classes indicated, based on the historical investment experience
of the Portfolio indicated since January 1 of the year following a Portfolio's
inception. The actual rate of return for each Portfolio in each calendar year
was assumed to be uniformly earned throughout that year. The actual performance
of the Portfolios, however, has and will vary throughout the year.
    

                                       6
<PAGE>

RATES OF RETURN

      The rates of return shown below are based on the historic 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,
1997. (See Investments of the Series Account - WRL Series Fund, Inc., p. 17.)

      These rates of return do not reflect the annual charge against the assets
of the Series Account for mortality and expense risks. These rates of return
also do not reflect the monthly deductions from Cash Value, or surrender
charges. (See Contingent Deferred Surrender Charges, p. 24; and Cash Value
Charges, p. 25.) Accordingly, these rates of return do not illustrate how
actual investment performance will affect benefits under the Policies. (See,
however, Death Benefit, Cash Value and Net Surrender Value Illustrations,
below.) Moreover, these rates of return are not an estimate, projection or
guarantee of future performance.

      Also shown are comparable figures for the unmanaged Standard & Poor's
Index of 500 Common Stocks ("S&P 500"), a widely used measure of stock market
performance. As an unmanaged index, the S&P 500 does not reflect any deduction
for the expense of operating and managing an investment portfolio.

                   AVERAGE ANNUAL COMPOUNDED RATES OF RETURN
                  FOR THE PERIODS ENDED ON DECEMBER 31, 1997

                                          10          5          3          1
Fund Portfolio            Inception*     Years      Years      Years      Year
- ------------------------ ------------ ---------- ---------- ---------- ---------
Growth                       17.65%      18.66%     14.23%     26.83%     17.54%
Global                       20.41%      N/A        20.38%     23.13%     18.75%
Bond                          7.77%       8.98%      7.24%     10.37%      9.16%
Money Market                  5.00%       5.06%      4.31%      5.22%      5.24%
Emerging Growth              20.33%      N/A        N/A        28.45%     21.45%
Strategic Total Return       15.07%      N/A        N/A        20.43%     21.85%
Aggressive Growth            17.72%      N/A        N/A        23.73%     24.25%
Balanced                     10.44%      N/A        N/A        15.81%     17.10%
Growth & Income              14.17%      N/A        N/A        20.35%     24.65%
Tactical Asset
  Allocation                 17.04%      N/A        N/A        17.01%     16.59%
C.A.S.E Growth               20.09%      N/A        N/A        N/A        15.03%
Value Equity                 23.14%      N/A        N/A        N/A        25.04%
International Equity          7.50%      N/A        N/A        N/A         7.50%
U.S. Equity                  27.01%      N/A        N/A        N/A        27.01%
S&P 500                      16.95%      18.06%     20.27%     31.15%     33.36%

* The Growth, Bond and Money Market Portfolios of the Fund commenced operations
  on October 2, 1986. The Global Portfolio commenced operations on December 3,
  1992. The Emerging Growth and Strategic Total Return Portfolios commenced
  operations on March 1, 1993. The Aggressive Growth, Balanced and Growth &
  Income 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 Value Equity
  Portfolio commenced operations on May 1, 1996. The International Equity and
  U.S. Equity Portfolios commenced operations on January 2, 1997. The S&P 500
  returns are based on an inception date of October 2, 1986.

Because the Third Avenue Value and Real Estate Securities Portfolios had not
yet commenced operations as of December 31, 1997, 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 historic investment experience of the
Portfolios could have affected the Option A death benefits, the Policy Cash
Value and the Net Surrender Value, the following hypothetical illustrations are
based on the historic investment experience of each Portfolio. These
hypothetical illustrations are designed to show the performance that could have
resulted if the Policy available for purchase today had been in existence
during the period of time illustrated. The actual rate of return in each
calendar year was assumed to be uniformly earned throughout that year. The
actual performance of the Portfolios, however, has and will vary throughout the
year, and will result in variable monthly deductions from Cash Value that could
affect performance. These illustrations do not represent what may happen in the
future.

      For each Portfolio, the illustrations show Option A based on the payment
of annual premiums of $5,500 at the beginning of each Policy year, and a
Specified Amount of $500,000 for a male age 35. The illustrations assume that
the Insured is placed in Western Reserve's non-tobacco use Ultimate Select
underwriting rate class. (See Cash Value Charges - Cost of Insurance, p. 25.)
The illustrations also assume that the Policy's entire Cash Value is allocated
to the Sub-Account corresponding to the Portfolio shown. The illustrated values
would be different if the Policyowner had chosen Option B death benefits.

      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 - Charges Against the Series
Account, p. 26, and Investments of the Series Account - WRL Series Fund, Inc.,
p. 17).

      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 hypothetical rates
of return. (See Appendix A, pages 39-41.)

      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 Premiums and related Cash Values were in
the Sub-Account for the entire period and that the values were determined on
the first Valuation Date following January 1st of each year.

                                       7
<PAGE>

                               GROWTH PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $  5,230     $  5,157     $  1,357    $  1,284
1989* ..............................    11,490       11,310        7,155       6,975
1990* ..............................    24,123       23,719       19,325      18,921
1991* ..............................    27,907       27,375       22,647      22,115
1992* ..............................    52,102       51,062       46,381      45,340
1993* ..............................    57,475       56,266       51,291      50,083
1994* ..............................    63,480       62,076       56,834      55,431
1995* ..............................    61,646       60,203       54,539      53,096
1996* ..............................    97,318       95,030       89,749      87,460
1997* ..............................   118,226      115,441      110,195     107,409
1998* ..............................   144,947      141,570      138,152     134,776

<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 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 4,421       $ 4,354      $   548      $   481
1989* ..............................    9,648         9,486        5,313        5,151
1990* ..............................   16,440        16,134       11,643       11,337
1991* ..............................   22,369        21,896       17,110       16,637
1992* ..............................   31,344        30,631       25,623       24,910
1993* ..............................   38,503        37,574       32,320       31,390
1994* ..............................   47,783        46,571       41,138       39,926
1995* ..............................   48,358        47,060       41,251       39,953
1996* ..............................   64,439        62,697       56,870       55,127
1997* ..............................   67,734        65,890       59,702       57,859
1998* ..............................   78,666        76,562       71,871       69,767

<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 Money
Market Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1987. This example assumes that 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 4,939       $ 4,868      $ 1,066      $   995
1989* ..............................   10,133         9,968        5,798        5,632
1990* ..............................   15,862        15,569       11,065       10,772
1991* ..............................   21,837        21,376       16,578       16,117
1992* ..............................   27,578        26,942       21,857       21,220
1993* ..............................   32,839        32,026       26,655       25,843
1994* ..............................   37,883        36,884       31,238       30,239
1995* ..............................   43,418        42,206       36,311       35,098
1996* ..............................   49,882        48,468       42,312       40,899
1997* ..............................   56,352        54,748       48,320       46,717
1998* ..............................   63,090        61,330       56,295       54,536

<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. This example assumes that 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 6,383       $ 6,302      $ 2,509      $ 2,428
1995* ..............................   11,008        10,839        6,673        6,504
1996* ..............................   19,249        18,919       14,452       14,121
1997* ..............................   29,868        29,295       24,609       24,036
1998* ..............................   41,264        40,416       35,543       34,694

<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
Emerging Growth Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1994. This example assumes that 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 4,281       $ 4,214      $   407      $   341
1996* ..............................   13,323        13,117        8,987        8,781
1997* ..............................   21,002        20,642       16,205       15,845
1998* ..............................   31,182        30,587       25,923       25,328

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

                                       9
<PAGE>

     The following example shows how the hypothetical net return of the
Strategic Total Return Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1994. This example assumes that 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.
 
                       STRATEGIC TOTAL RETURN PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 4,631       $ 4,562      $   758      $   689
1996* ..............................   11,644        11,460        7,309        7,124
1997* ..............................   18,395        18,069       13,598       13,271
1998* ..............................   28,146        27,589       22,887       22,330

<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 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use Ultimate Select Risk)
                             Death Benefit Option A
              Both Current an 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 ...............................  $ 6,666       $ 6,583      $ 2,792      $ 2,709
1997* ..............................   12,314        12,132        7,978        7,797
1998* ..............................   21,153        20,803       16,355       16,005
</TABLE>

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

     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 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, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 5,654       $ 5,578      $ 1,781      $ 1,704
1997* ..............................   11,244        11,069        6,908        6,734
1998* ..............................   18,785        18,457       13,988       13,660
</TABLE>

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

                                       10
<PAGE>

     The following example shows how the hypothetical net return of the Growth
& Income Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1995. This example assumes that 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 & INCOME PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 5,950       $ 5,872      $ 2,077      $ 1,999
1997* ..............................   11,584        11,407        7,249        7,071
1998* ..............................   20,274        19,929       15,477       15,132

<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
Tactical Asset Allocation Portfolio of the Fund would have affected benefits
for a Policy dated January 1, 1995. This example assumes that 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.

                      TACTICAL ASSET ALLOCATION PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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 ...............................  $ 5,703       $ 5,626      $ 1,829      $ 1,753
1997* ..............................   11,672        11,492        7,336        7,157
1998* ..............................   18,980        18,652       14,183       13,855

<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
C.A.S.E. Growth Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1996, if the C.A.S.E. Growth Portfolio had been offered by the
Policy as of January 1, 1996. This example assumes that 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.
 
                           C.A.S.E. GROWTH PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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>
1997 ...............................  $ 5,447       $ 5,373      $1,574        $1,499
1998* ..............................   11,759        11,577       7,424         7,242

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

                                       11
<PAGE>

     The following example shows how the hypothetical net return of the Value
Equity Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1997. This example assumes that 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.

                            VALUE EQUITY PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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>
1998 ...............................   $5,906      $5,829         $2,033      $1,955
</TABLE>

     The following example shows how the hypothetical net return of the U.S.
Equity Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1997. This example assumes that 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.

                             U.S. EQUITY PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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>
1998 ...............................   $6,006      $5,927         $2,133      $2,054
</TABLE>

     The following example shows how the hypothetical net return of the
International Equity Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1997. This example assumes that 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.
 
                        INTERNATIONAL EQUITY PORTFOLIO
                   Male, Issue Age 35, $5,500 Annual Premium
       ($500,000 Specified Amount, Non-Tobacco Use 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>
1998 ...............................   $5,035      $4,964         $1,162      $1,090
</TABLE>

     Because the Third Avenue Value Portfolio and Real Estate Securities
Portfolio had not yet commenced operations as of December 31, 1997, 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 S&P 500, a widely used measure of stock
market performance, or

                                       12
<PAGE>

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.

      Western Reserve is a member of the Insurance Marketplace Standards
Association ("IMSA"), and as such may include the IMSA logo and information
about IMSA membership in its advertisements. Companies that belong to IMSA
subscribe to a set of ethical standards covering the various aspects of sales
and service for individually sold life insurance and annuities.

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

                    WESTERN RESERVE AND THE SERIES ACCOUNT
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

   
      Western Reserve was originally incorporated under the laws of Ohio on
October 1, 1957. Western Reserve is engaged 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 St. Petersburg, Florida; however, the mailing address is
P.O. Box 5068, Clearwater, FL 33758-5068. 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 USA"). AEGON
USA is a financial services holding company whose primary emphasis is on life
and health insurance and annuity and investment products. AEGON USA 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). These ratings do not apply to the Series Account, its
Sub-Accounts, the Fund, its Portfolios, or to their performance.

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 sixteen 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
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. 23), 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 Payment 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. 23), the death benefit
proceeds under either option will never be less than the

                                       13
<PAGE>

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 (i) the current Specified
Amount of the Policy or (ii) a specified percentage (the "limitation
percentage") times the Cash Value of the Policy on the date of death of the
Insured. A cash withdrawal will reduce the Specified Amount by the dollar
amount of the withdrawal. 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, there have been no withdrawals or
decreases in Specified Amount and that there is no outstanding indebtedness.
Under Option A, a Policy with a $500,000 current Specified Amount will
generally pay $500,000 in death benefits. However, because the death benefit
must be equal to or be greater than 250% of Cash Value, any time the Cash Value
of the Policy exceeds $200,000, the death benefit will exceed the $500,000
Specified Amount. Each additional dollar added to Cash Value above $200,000
will increase the death benefit by $2.50.

      Similarly, so long as the Cash Value exceeds $200,000, each dollar taken
out of the Cash Value will reduce the death benefit by $2.50. If at any time,
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, reduced by the dollar value of any cash withdrawals.
    

                          LIMITATION PERCENTAGE TABLE

    ATTAINED AGE                           PER YEAR
    OF INSURED                    LESS     OVER AGE
- ----------------------            ------   ---------
40 and under .........   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 (i) the
Specified Amount plus the Cash Value of the Policy on the date of death of the
Insured or (ii) the limitation percentage times the Cash Value of the Policy on
or prior to the date of death of the Insured. 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 $500,000 will
generally pay a death benefit of $500,000 plus Cash Value. Thus, for example, a
Policy with a Cash Value of $100,000 will have a death benefit of $600,000
($500,000 + $100,000). The death benefit, however, must be at least 250% of
Cash Value. As a result, if the Cash Value of the Policy exceeds $333,333, the
death benefit will be greater than the Specified Amount plus Cash Value. Each
additional dollar of Cash Value above $333,333 will increase the death benefit
by $2.50.

      Similarly, any time Cash Value exceeds $333,333, each dollar taken out of
Cash Value will reduce the death benefit by $2.50. If at any time, 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.   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 and therefore the pure insurance protection 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. 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

                                       14
<PAGE>

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. The Policyowner
may either change the Death Benefit Option or decrease the Specified Amount,
but not both, only once each Policy year after the third Policy year.

      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. 25.)

      INSURANCE PROTECTION.   A Policyowner may increase or decrease the pure
insurance protection provided by a Policy (I.E., the difference between the
death benefit and the Cash Value) in one of several ways as insurance needs
change. These ways include decreasing the Specified Amount of insurance,
changing the level of premium payments, and, to a lesser extent, making a cash
withdrawal from the Policy. 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. 13), in general
            decrease the insurance protection and the charges under the Policy
            without reducing the Cash Value. A pro rata Decrease Charge will be
            assessed against Cash Value at the time of decrease prior to the
            end of the 15th Policy year. (See Charges and Deductions - Pro Rata
            Decrease Charge, p. 25)
    

      (b)   If Option A is elected, an increased level of premium payments will
            reduce the pure insurance protection, until the limitation
            percentage times the Cash Value exceeds the Specified Amount.
            Increased premiums should increase the amount of Net Surrender
            Value 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. It results in a reduced amount of Net
            Surrender Value available to pay the monthly deduction, thereby
            increasing the possibility that the Policy will lapse.

      (d)   A reduced level of premium payments also generally increases the
            amount of pure insurance protection if Option A is elected, or
            maintains the same amount of pure insurance protection if Option B
            is elected, again depending on the limitation percentage. 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 current Specified Amount of the Policy. These proceeds will be reduced
by any outstanding policy loan and any due and unpaid charges.The proceeds are
increased by any interest the Owner paid in advance on the loan for the period
between the date of death and the next Policy Anniversary, and by any insurance
benefits added by rider.

      The death benefit may, however, vary with the Policy's Cash Value. Under
Option A, the death benefit will only vary when the Cash Value multiplied by
the limitation percentage exceeds the Specified Amount of the Policy. The death
benefit under Option B will always vary with the Cash Value because the death
benefit equals either the Specified Amount plus the Cash Value or the
limitation percentage times the Cash Value.

      DECREASE IN SPECIFIED AMOUNT.   Subject to certain limitations, a
Policyowner may decrease the Specified Amount of a Policy. We reserve the right
to limit any decrease to no more than 20% of the then current Specified Amount.
A decrease in Specified Amount may affect the net amount at risk, which may
affect a Policyowner's cost of insurance charge. (See Cash Value Charges - Cost
of Insurance, p. 25.) A decrease in Specified Amount may also have Federal
income tax consequences. (See Federal Tax Matters, p. 33.) The Policyowner may
either change the death benefit Option or decrease the Specified Amount, but
not both, only once each Policy year after the third Policy year. A pro rata
Decrease Charge will be assessed against Cash Value at the time of decrease
prior to the end of the 15th Policy year. (See Charges and Deductions - Pro
Rata Decrease Charge, p. 25.)
    
      No requested decrease in the Specified Amount will be permitted during
the first three Policy years. Thereafter, 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. 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. 20), the
decrease may be limited to the extent necessary to meet these requirements.

                                       15
<PAGE>

   
      NO INCREASE IN SPECIFIED AMOUNT.   No increase in Specified Amount will
be permitted. Even if the Owner decreases the Specified Amount, Western Reserve
will not permit any later increases to the Specified Amount.
    

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, Policy 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 when first presented
for payment.
    
      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 Policy 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.

CASH VALUE
   
     At the end of any Valuation Period, the Cash Value of the Policy is equal
to the sum of the Policy's value in each Sub-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. 30.) 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. 24); minus

      (3) any outstanding Policy loan; plus
   
      (4) any interest the Owner paid in advance on the loan for the period
          between the date of surrender and the next Policy Anniversary.

      DETERMINATION OF VALUES IN THE SERIES ACCOUNT.   On the Record Date, the
Policy's value in a Sub-Account will equal the portion of any 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. 21.) Thereafter, on each Valuation
Date, the Policy's value in a Sub-Account will equal the number of units in the
Sub-Account, multiplied by the unit value of that Sub-Account.
    

The number of units that the Policy has in each Sub-Account is equal to:

      (1) The initial units purchased on the Policy Date; plus

      (2) Units purchased at the time additional Premiums are allocated to the
          Sub-Account; plus

      (3) Units purchased through transfers from another Sub-Account or the 
          Fixed Account; minus

      (4) Units redeemed to pay for monthly deductions as they are due; minus

      (5) Units redeemed to pay for any cash withdrawals; minus

      (6) Units redeemed as part of any transfer to another Sub-Account or the
          Fixed Account; minus

      (7) Units redeemed to pay for a pro rata Decrease Charge because of any
          Specified Amount decreases.

      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.

                                       16
<PAGE>

      UNIT VALUE.   The unit value of each Sub-Account was originally
established at $10 per unit. The unit value may increase or decrease from one
Valuation Period to the next. Unit values also will vary between Sub-Accounts.
The unit value of any Sub-Account at the end of a Valuation Period is the
result of:

      (1) The total value of the assets held in the Sub-Account, determined by
          multiplying the number of shares of the designated Portfolio owned by
          the Sub-Account times the Portfolio's net asset value per share; minus
   
      (2) A deduction for the charge for mortality and expense risks. This
          charge is used to compensate Western Reserve for its assumption of
          certain mortality and expense risks. The daily amount of this charge
          is equal to the net assets of the Sub-Account times the daily pro rata
          portion of the annual Mortality and Expense Risk Charge rate. This
          annual rate is equal to ninety one-hundredths of one percent (0.90%).
          This charge is guaranteed to be reduced to 0.60% after the first
          fifteen Policy years. Western Reserve intends to reduce this charge to
          0.30% starting in the sixteenth Policy year. However, the reduction to
          0.30% is not guaranteed; minus
    
      (3) The accrued amount of reserve for any taxes or other economic burden
          resulting from the application of tax laws that are determined by
          Western Reserve to be properly attributable to the Sub-Account; and
          the result divided by

      (4) The number of outstanding units in the Sub-Account.

      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 Commission as an open-end 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
are: Aggressive Growth Portfolio, Emerging Growth Portfolio, Growth Portfolio,
Global Portfolio, Balanced Portfolio, Strategic Total Return Portfolio, Bond
Portfolio, Growth & Income Portfolio, Money Market Portfolio, Tactical Asset
Allocation Portfolio, C.A.S.E. Growth Portfolio, Value Equity Portfolio, U.S.
Equity Portfolio, International Equity Portfolio, Third Avenue Value Portfolio
and Real Estate Securities 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 objective 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 seeks growth of capital by investing
primarily in common stocks listed on a national securities exchange or traded
on NASDAQ.

      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.

      STRATEGIC TOTAL RETURN PORTFOLIO:   This Portfolio seeks to provide
current income, long-term growth of income and capital appreciation by
investing primarily in a blend of equity and fixed-income securities, including
common stocks, income producing securities convertible into common stocks, and
fixed-income securities.

      BOND PORTFOLIO:   This Portfolio seeks the highest possible current
income within the confines of the primary goal of insuring the protection of
capital by investing at least 65%, and usually a higher percentage, of its
assets in debt securities issued by the U.S. Government and its agencies and
instrumentalities and in other medium to high-quality debt securities.

      GROWTH & INCOME PORTFOLIO:   This Portfolio's objective is to seek total
return by investing in securities that have defensive characteristics. The
Portfolio will invest primarily in a diversified portfolio of equity and debt
securities with an emphasis on sector investing.

      MONEY MARKET PORTFOLIO:   This Portfolio seeks to obtain maximum current
income consistent with preservation of principal and maintenance of liquidity.
The Portfolio maintains a dollar-weighted average portfolio maturity of not
more than 90 days by investing in U.S. dollar-denominated securities which have
effective maturities of not more than 13 months and present minimal credit
risks.

                                       17
<PAGE>

      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 seeks annual growth of
capital through investment in companies whose management, financial resources
and fundamentals appear attractive on a scale measured against each company's
present value.

      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.

      THIRD AVENUE VALUE PORTFOLIO:   This Portfolio seeks long-term capital
appreciation by investing primarily in a portfolio of equity securities of
well-financed companies believed to be priced below their private market values
and debt securities providing strong protective covenants and high, effective
yields.

      REAL ESTATE SECURITIES PORTFOLIO:   This Portfolio seeks long-term total
return from investments primarily in equity securities of real estate
companies. Total return will consist of realized and unrealized capital gains
and losses plus income.

   
      WRL Investment Management, Inc. ("WRL Management"), located at 570
Carillon Parkway, St. Petersburg, FL 33716, a wholly-owned subsidiary of
Western Reserve, serves as investment adviser to the Fund and manages the Fund
in accordance with policies and guidelines established by the Board of
Directors of the Fund.
    
      Each Sub-Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended.

      Janus Capital Corporation ("Janus") is sub-adviser to the Growth and
Global Portfolios of the Fund. WRL Management and Janus will divide equally
monthly compensation at a current annual rate of 0.80% of the aggregate average
daily net assets each of the Growth Portfolio and Global Portfolio.

      AEGON USA Investment Management, Inc. ("AIMI") is sub-adviser to the Bond
and Balanced Portfolios of the Fund. AIMI is a wholly-owned subsidiary of AEGON
USA and thus is an affiliate of Western Reserve. WRL Management and AIMI will
divide equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the Balanced Portfolio. WRL Management
will receive monthly compensation at the current annual rate of 0.45% and AIMI
will receive 0.20% of the aggregate average daily net assets of the Bond
Portfolio. AIMI's compensation will be reduced by 50% of the amount paid by WRL
Management on behalf of the Bond and 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 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") is sub-adviser
to the Strategic Total Return Portfolio of the Fund. Ultimate control of Luther
King is exercised by J. Luther King, Jr. 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 Strategic Total Return Portfolio.

      Federated Investment Counseling ("Federated") is sub-adviser to the Growth
& Income Portfolio of the Fund. Federated is a wholly-owned subsidiary of
Federated Investors. WRL Management will receive monthly compensation at the
current annual rate of 0.75% of the aggregate average daily net assets of the
Growth & Income 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
Growth & Income Portfolio.

      Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the
Aggressive Growth Portfolio of the Fund. Fred Alger 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. 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 is wholly-owned by C.H. Dean and Associates, Inc. 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

                                       18
<PAGE>

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") is sub-adviser to
the Money Market and Real Estate Securities Portfolios of the Fund. J.P. Morgan
is a wholly-owned subsidiary of J.P. Morgan & Co. Incorporated. 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 and 0.80% of
the aggregate average daily net assets of the Real Estate Securities 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 and 0.40%
of the average daily net assets of the Real Estate Securities Portfolio.

      C.A.S.E. Management, Inc. ("C.A.S.E.") is sub-adviser to the C.A.S.E.
Growth Portfolio of the Fund. C.A.S.E. is 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. 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") 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. 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")
is co-sub-adviser to the International Equity Portfolio. Scottish Equitable 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. 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.

   
      GE Investment Management Incorporated ("GEIM") also is a co-sub-adviser
to the International Equity Portfolio and is sub-adviser to the U.S. Equity
Portfolio. GEIM 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. 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.
    

      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.

      EQSF Advisers, Inc. ("EQSF") is sub-adviser to the Third Avenue Value
Portfolio. EQSF is a New York corporation organized in 1988 and is controlled
by Martin J. Whitman. WRL Management and EQSF divide equally monthly
compensation at the current annual rate of 0.80% of the aggregate average daily
net assets of the Third Avenue Value Portfolio. EQSF's compensation will be
reduced by 50% of the amount paid by WRL Management on behalf of the Third
Avenue Value Portfolio pursuant to any expense limitation or other
reimbursement.

      In addition to the Series Account, shares of the Fund are also sold to
the WRL Series Annuity Account, a separate account established by Western
Reserve for its variable annuity contracts, and to various separate accounts of
PFL Life Insurance Company and AUSA Life Insurance Company, Inc., all
affiliates of Western Reserve. 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 to transfer assets of the Series
Account to another separate account which Western Reserve determines to be
associated with the class of contracts to which the Policy belongs. Western
Reserve also reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the investments that
are held by any Sub-Account or that any Sub-Account may

                                       19
<PAGE>

purchase. Any such addition, deletion or substitution by Western Reserve of
shares of another Portfolio of the Fund or of another open-end, registered
investment company, will only be taken if the shares of a Portfolio are no
longer available for investment, or if in Western Reserve's judgement further
investment in any Portfolio should become inappropriate in view of the purposes
of the Series Account. Western Reserve will not add, delete or substitute any
shares attributable to a Policyowner's interest in a Sub-Account of the Series
Account without notice to and prior approval of the Commission, to the extent
required by 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, 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 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, and when
permitted by law, the Series Account may be (1) operated as a management
company under the 1940 Act, (2) deregistered under the 1940 Act in the event
such registration is no longer required, (3) managed under the direction of a
committee, or (4) combined with one or more other separate accounts, or
sub-accounts.

                      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 628069, Orlando, Florida 32862-8069
for Policies submitted by World Marketing Alliance distribution systems; and to
Western Reserve, P.O. Box 628078, Orlando, Florida 32862-8078 for Policies
submitted by all other distribution systems, including ISI. Under Western
Reserve's current rules, the minimum Specified Amount of a Policy is $250,000
for Issue Ages 0-60, and $100,000 for Issue Ages above 60. Policies will
generally be issued only to Insureds 80 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 80. Acceptance is subject to Western Reserve's underwriting
rules and Western Reserve reserves the right to reject an application for any
reason permitted by law.

PREMIUMS

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

      PREMIUM FLEXIBILITY.   Unlike conventional insurance policies, this
Policy frees the Policyowner from the requirement that premiums be paid in
accordance with a rigid and inflexible premium schedule. Western Reserve may
require the Policyowner to pay an Initial Premium at least equal to a minimum
monthly guarantee premium set forth in the Policy before issuing the Policy.
Thereafter, subject to the minimum and maximum premium limitations described on
p. 21, 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. 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 (that is, prior to the No Lapse Date), the Policy will remain In Force
and no grace period will begin provided the total premiums received (minus any
withdrawals, any outstanding loans and any pro rata Decrease Charge) is equal
to or exceeds the minimum monthly guarantee premium times the number of months
since the Policy Date, including the current month. (See Policy Lapse and
Reinstatement - Lapse, p. 23.) The minimum monthly guarantee premium is set
forth in the Policy, unless changed due to a requested change under the Policy
by the Policyowner, at which time the Policyowner will be notified of the new
minimum monthly guarantee premium.
    

      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

                                       20
<PAGE>

Reserve's current rules, the minimum payment amount is $84. Premium payments
less than this minimum amount may be returned to the Policyowner.

   
      PAYMENT OF PREMIUMS.   As an accommodation to Policyowners, Western
Reserve will accept transmittal of initial and subsequent premiums of at least
$1,000 by wire transfer. Policyowners wishing to make payments via bank wire
should instruct their banks to wire Federal Funds as follows:

      First National Bank of Maryland
      ABA # 052000113
      For credit to: Western Reserve Life
      Account #: 89539639
      Policyowner's Name:
      Policy Number:
      Attention: General Accounting
      Fax Number: (727) 299-1600
    

ALLOCATION OF PREMIUMS AND CASH VALUE

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

   
      ALLOCATION OF PREMIUMS.   In the application for a Policy, the
Policyowner will allocate Premiums to one or more of the Sub-Accounts, to the
Fixed Account, or to a combination of both. Notwithstanding the allocation in
the application, the Initial Premium, will first be allocated on the first
Valuation Date on or following the Policy Date, to the Money Market Sub-Account
as specified on the Policy Schedule Page 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. The Record Date will not be greater than the applicable Free Look
Period plus 5 days. (See Payment and Allocation of Premiums beginning on page
20, and Policy Benefits - When Conditional Life Insurance Coverage Begins, p.
16.)

      Premiums paid after the Record Date will be allocated in accordance with
the Policyowner's instructions. Western Reserve does not currently require that
allocation of Premiums to an Account meet a minimum percentage. Western Reserve
does reserve the right to limit allocation of Premiums to any Account to no
less than 1% of each Premium payment. No fractional percentages are permitted.
The allocation of future Premiums may be changed 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 reserves
the right to impose a $25 charge for each allocation change in excess of one
per Policy year quarter. 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 Premiums. Western Reserve
reserves the right to limit the number of changes of the allocation of Premiums
to one per year. INVESTMENT RETURNS FROM THE AMOUNTS ALLOCATED TO SUB-ACCOUNTS
WILL VARY WITH THE INVESTMENT EXPERIENCE OF THESE SUB-ACCOUNTS. THE POLICYOWNER
BEARS THE ENTIRE INVESTMENT RISK.

      TRANSFERS.   Cash Value may be transferred among the Sub-Accounts or from
the Sub-Accounts to the Fixed Account. Transfers may also be made from the
Fixed Account to the Sub-Accounts, subject to certain restrictions. (See The
Fixed Account - Allocations, Transfers and Withdrawals, p. 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. 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. 17.) 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 on the next day the Exchange is open for
business, 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. 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 the 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

                                       21
<PAGE>

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 Value
Charges - Cash Value Transfers, p. 26.) 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. 28.)
    
      Western Reserve or an affiliate may provide administrative or other
support services to independent third parties authorized by Policyowners to
conduct transfers on a Policyowner's behalf, or who provide recommendations as
to how Sub-Account values should be allocated. This includes, but is not
limited to, transferring Sub-Account values among Sub-Accounts in accordance
with various investment allocation strategies such third party may employ. Such
independent third parties may or may not be appointed Western Reserve agents
for the sale of Policies. However, WESTERN RESERVE DOES NOT ENGAGE ANY THIRD
PARTIES TO OFFER INVESTMENT ALLOCATION SERVICES OF ANY TYPE, SO THAT PERSONS OR
FIRMS OFFERING SUCH SERVICES DO SO INDEPENDENT FROM ANY AGENCY RELATIONSHIP
THEY MAY HAVE WITH WESTERN RESERVE FOR THE SALE OF POLICIES. WESTERN RESERVE
THEREFORE TAKES NO RESPONSIBILITY FOR THE INVESTMENT ALLOCATIONS AND TRANSFERS
TRANSACTED ON A POLICYOWNER'S BEHALF BY SUCH THIRD PARTIES OR ANY INVESTMENT
ALLOCATION RECOMMENDATIONS MADE BY SUCH PARTIES. Western Reserve does not
currently charge a Policyowner any additional fees for providing these support
services.

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
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 strategy 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 $5,000 must be in each Account from which
transfers will be made and at least $100, 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 or Bond 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. Each transfer which occurs
under the Dollar Cost Averaging service will not 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. 21.) Western
Reserve may discontinue, modify, or suspend Dollar Cost Averaging at any time,
following prior written notice to Policyowners. Dollar Cost Averaging is not
available if the Owner has elected the Asset Rebalancing Program, or has
elected an asset allocation service provided by a third party.

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 $5,000 for an
existing Policy, or a minimum Initial Premium of $5,000 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

                                       22
<PAGE>

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, or
has elected an asset allocation service provided by a third party. There is no
charge for the Asset Rebalancing Program. Each reallocation which occurs under
the Asset Rebalancing Program will not 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. 21.)

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

      Western Reserve may discontinue, modify, or suspend, the Asset
Rebalancing Program at any time, following prior written notice to
Policyowners.

   
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.
Conversely, paying all Planned Periodic Premium payments will not necessarily
guarantee that the Policy will not lapse (except if certain conditions are met
during the first three Policy years, as explained below). 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 the
Net Surrender Value on any Monthly Anniversary is insufficient to cover the
monthly deduction on such day, Western Reserve will mail a notice to the last
known address of the Policyowner and any assignee of record. A grace period of
61 days after the mailing date of the notice will be allowed for the payment of
premiums. The notice will specify the minimum payment and the final date on
which such payment must be received by Western Reserve to keep the Policy In
Force. (See Charges and Deductions, p. 24.) 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
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 Premiums, p. 21 and Charges and Deductions - Cash Value Charges, p. 25.) 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.

      However, until the No Lapse Date as provided in the Policy (that is, the
last Valuation Date of the third Policy year), the Policy will not lapse and no
grace period will begin provided: (1) no riders have been added since the
Policy Date, including the current month, and (2) the total of the premiums
received (minus any withdrawals, outstanding loans, and any pro rata Decrease
Charge) 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.

      The addition of any rider after the Policy Date will terminate the No
Lapse Period. If the addition of any rider after the Policy Date but prior to
the No Lapse Date would cause the Policy to lapse, the Policyowner will be
notified that the grace period has begun.

      Essentially, the Policy will not lapse prior to the No Lapse Date, as
long as the conditions in (1) and (2) above have been met, and even though Net
Surrender Value at any point during the No Lapse Date 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.

      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 is large enough to cover:

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

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

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

      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 Cash Value on the
    


                                       23
<PAGE>

   
date of reinstatement will be equal to the Net Premiums paid at reinstatement,
less the amounts paid in accordance with 3(a) and (c) above (that is, the one
monthly deduction and any surrender charge).
    

      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. Western
Reserve reserves the right to decline a reinstatement request.

                            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.

CONTINGENT DEFERRED 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 Specified Amount at issue will be
deducted from the Policy's Cash Value. The surrender charge imposed on early
surrenders will be significant. You should carefully calculate this charge
before you consider a surrender. The surrender charge always consists of the
sum of:
    

      (a) an Issue Charge and

      (b) a Sales Charge.

      The sum of (a) and (b) are multiplied by (c), the applicable SURRENDER
CHARGE FACTOR.

   
      (a) ISSUE CHARGE.   The Issue Charge is a level charge of $5.00 per
thousand of Specified Amount on the Policy Date .

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

   
      Issue Age          Percentage             Unisex
- ---------------------   ------------   -------------------------
   Male       Female                    Issue Age     Percentage
- ---------   ---------                  -----------   -----------
 0 - 55      0 - 62           8.4%       0 - 55           8.95%
56 - 63     63 - 69           4.4%      56 - 63           6.84%
64 - 68     70 - 74           3.6%      64 - 68           3.52%
69 - 73     75 - 79           3.1%      69 - 73           2.31%
74 - 78       80+             2.5%      74 - 78           1.79%
   79+                        2.0%        79+             1.20%
    

   
      (c) SURRENDER CHARGE FACTOR.   As stated above, the factor is applied to
the sum of the Issue Charge and Sales Charge due upon any surrender of a Policy
during the first fifteen Policy years. In Policy years 1-10 this factor is 1.00
for male Insureds at Issue Ages 0-65 and female Insureds at Issue Ages 0-70,
and then declines at the rate of 0.20 per year until reaching zero at the end
of the fifteenth (15th) Policy year as shown below. For Insureds with older
Issue Ages, this factor is less than 1.00 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 factor to the sum of the Issue Charge and 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 Issue Charge or Sales
Charge due. The Surrender Charge Factor is always determined from the Policy
Date to the date of surrender, regardless of whether there were any prior
lapses and reinstatements. See Example (2) below.

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

 Surrender Charge Factor
   End of Policy Year*     Factor
- ------------------------   -------
         At Issue           1.00
           1-10            1.00
            11              .80
            12              .60
            13              .40
            14              .20
            15                0
            16+               0

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

      (d) EXAMPLE (1) Assume a male Insured purchases the Policy when age 35
for $250,000 of Specified Amount, paying the Surrender Charge Base Premium of
$2,518, and an additional premium amount of $482 in excess of the Surrender
Charge Base Premium, for a total premium of $3,000 per year for four years
($12,000 total for four years), and then surrenders the Policy. The surrender
charge would be calculated as follows:


  (i)     ISSUE CHARGE - [250 x $5.00]
          ($5.00/$1,000 of Initial Specified Amount
          at issue)                                    =   $1,250.00
 (ii)     SALES CHARGE:
          (1) 26.5% of Surrender Charge Base
          Premium paid
          [26.5% x $2,518], and                        =   $  667.27
          (2) 8.4%  of premiums paid in excess
          of Surrender Charge
          Base Premium
          [8.4% x $9,482]                              =   $  796.49
(iii)     APPLICABLE SURRENDER CHARGE FACTOR           =        1.00
          [(a)$1,250 + (b)($667.27 + $796.49)]
          x 1.00
          SURRENDER CHARGES = [$1,250.00 +
          $1,463.76]
          x 1.00                                       =   $2,713.76
                                                           =========

                                       24
<PAGE>

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

  (i)     ISSUE CHARGE - [250 x $5.00]               =   $1,250.00
 (ii)     SALES CHARGE
          (1) [26.5% x $2,518], and                  =   $  667.27
          (2) [8.4% x $39,482]                       =   $3,316.49
(iii)     APPLICABLE SURRENDER CHARGE FACTOR         =         .20
          [(a)$1,250.00 + (b)($667.27 + $3,316.49)]
          x .20
          SURRENDER CHARGE = [$1,250.00 +
          $3,983.76] x .20                           =   $1,046.75
                                                         =========

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

PRO RATA DECREASE CHARGE

   
      If, during the first 15 Policy years, the Specified Amount is decreased,
a pro rata Decrease Charge will be deducted from the Cash Value. Western
Reserve will determine the pro rata Decrease Charge by first calculating the
Contingent Deferred Surrender Charge that would apply if the Policy was being
surrendered. It will then multiply the Contingent Deferred Surrender Charge by
the ratio of the requested decrease in Specified Amount to the initial full
Specified Amount.The pro rata Decrease Charge is equal to:
    

      (1) the amount of the Specified Amount decrease; divided by

   
      (2) the full Specified Amount on the Policy Date; multiplied by

      (3) the then current Contingent Deferred Surrender Charges as of the date
          of the decrease based on the Specified Amount on the Policy Date,
          as determined under the Surrender Charge provision.

      This pro rata Decrease Charge will not be deducted from the Cash Value
when a Specified Amount decrease results from (a) a change in the Death Benefit
Option, or (b) a withdrawal when the Death Benefit is Option A, as described in
the Cash Withdrawals section, p. 26. The pro rata Decrease Charge is determined
from the Policy Date to the date of the decrease using the formula above,
regardless of whether there were any prior lapses and reinstatements or
decreases in Specified Amount. If a pro rata Decrease Charge is deducted due to
a decrease in Specified Amount, any future Contingent Deferred Surrender
Charges incurred during the first fifteen Policy years will be reduced
proportionately. This means that once calculated, the Contingent Deferred
Surrender Charge will be reduced by an amount equal to the surrender charge
multiplied by the ratio of any prior decreases in Specified Amount to the
initial full Specified Amount.
    

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 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
1.0024663 (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 3%), less (b) the Cash Value at the beginning of
the Policy Month.

      Cost of insurance rates will be based on the sex, Attained Age and rate
class of the Insured, and the length of time a Policy has been In Force. The
actual monthly cost of insurance rates will be based on Western Reserve's
expectations as to future experience. They will not, however, be greater than
the guaranteed cost of insurance rates set forth in the Policy. These guaranteed
rates are based on the 1980 Commissioners Standard Ordinary (C.S.O.) Mortality
Tables and the Insured's sex, Attained Age and rate class. For standard rate
classes, these rates will not exceed rates contained in the 1980 C.S.O. Tables.
Western Reserve also may guarantee that actual cost of insurance rates will not
be changed for a specified period of time (e.g., one year). Any change in the
cost of insurance rates will apply to all Insureds of the same age, sex, and
rate class whose Policies have been In Force for the same length of time. The
Policies offered by this Prospectus are based on mortality tables that
distinguish between men and women. As a result, the Policy pays different
benefits to men and women of the same age. The State of Montana prohibits the
use of actuarial tables that distinguish between men and women in determining
premiums and policy benefits for policies issued on the lives of its residents.
The State of Massachusetts formerly had a similar prohibition and has introduced
legislation which would reinstate such prohibition. Therefore, Policies offered
by this Prospectus to insure residents of the states of Montana and
Massachusetts will have premiums and benefits which are based on actuarial
tables that do not differentiate on the basis of sex. The rate class of an
Insured will affect the cost of insurance rate. Western Reserve currently places
Insureds into the following five standard rate classes: Ultimate Select,
non-tobacco use; Select, non-tobacco use; Ultimate Standard, tobacco use;
Standard, tobacco use; and Juvenile (under 18); 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 tobacco use
than for non-tobacco use and, within these two categories, higher for Insureds
not in the Ultimate category than for Insureds in the

                                       25
<PAGE>

Ultimate category. Ultimate rate classes are available only if the Specified
Amount (Primary Insured) or Face Amount of Riders for other Insureds require
blood testing at the proposed Insured's age under current Western Reserve
underwriting guidelines.

      Western Reserve may also issue certain Policies on a "simplified" or
expedited basis to certain categories of individuals (for example, Policies
issued at a predetermined Specified Amount or underwritten on a group basis).
Policies issued on this basis will have guaranteed cost of insurance rates no
higher than the guaranteed rates for Select, non-tobacco use or Standard
tobacco use 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 reserves the right to waive the Monthly Policy Charge on additional
policies issued to existing Policyowners at the time the second policy is
issued.

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.

      CHANGE IN PREMIUM ALLOCATION.   Western Reserve does not currently levy
or charge when changes are made to allocation of Premium. However, Western
Reserve reserves the right to impose a $25 charge for each change of Premium
allocation in excess of one change per Policy year quarter. If Western Reserve
decides to impose this charge, Policyowners will be notified in writing in
advance.

      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.

      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.

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. Western Reserve guarantees to reduce this
charge to 0.60% after the first fifteen Policy years. Western Reserve intends
to reduce this charge to 0.30% starting in the sixteenth Policy year. However,
the reduction to 0.30% is not guaranteed and Western Reserve reserves the right
to maintain this charge at 0.60% level after the sixteenth Policy year. Under
Western Reserve's current procedures, these amounts are paid to the General
Account monthly.
    

      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 management fee and other
expenses incurred by the Fund. (See p. 6 for a table of the Fund Annual
Expenses and pp. 18-19 for a discussion of the investment management fees of
each Portfolio.)

      Effective January 1, 1997, the Fund adopted a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to
the Plan, entered into a Distribution Agreement with 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-hundredths 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 incurred with respect to any
Portfolio until April 30, 1999. Prior to ISI seeking reimbursement,
Policyowners will be notified in advance.

                                       26
<PAGE>

                                 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 Loan Reserve is a
portion of the Fixed Account used as collateral for a Policy loan. 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. 29.) 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 accordance with the Policyowner's current allocation instructions. Western
Reserve reserves the right to require the transfer of such amounts to the Fixed
Account, if such loans were originally transferred from the Fixed Account. (See
The Fixed Account, p. 31.) No charge will be imposed for these transfers.

      INTEREST RATE CHARGED.   The interest rate on a Policy loan is 5.2%
payable annually in advance. If unpaid when due, interest will be added to the
amount of the loan and will become part of the loan and bear interest at the
same rate. Interest paid on a Policy loan is generally not tax deductible.

      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.
Currently, Western Reserve is crediting, in arrears, an effective annual
interest rate of 4.75%, on all amounts borrowed during the first ten Policy
years. On amounts borrowed after the tenth Policy year that are part of the
Cash Value in excess of the cost basis (premiums less withdrawals) of the
Policy the interest rate credited is currently equal to the interest rate being
charged on the total loan while the remaining portion, if any, of the loan is
credited the current rate of 4.75% for loans during the first ten Policy years.
 
      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. 23.)

      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. 28.) 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

                                       27
<PAGE>

Loan Reserve securing the indebtedness repaid will be transferred from the Loan
Reserve to the Accounts in the same manner as 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. A Surrender Charge may apply. 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 as of the date of Surrender, less
any surrender charge, and less any outstanding Policy loan, plus any interest
the Owner paid in advance on the loan for the period between the date of
surrender and the next Policy Anniversary. (See Charges and Deductions -
Contingent Deferred Surrender Charges, p. 24.) 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. 29.) 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 1-800-851-9777. A cash withdrawal or total
surrender may have Federal income tax consequences. (See Federal Tax Matters,
p. 33.)
    
      TOTAL SURRENDERS.   When 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. Western Reserve intends to allow a cash withdrawal up to 25% of the Net
Surrender Value after the tenth Policy year. 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
after the first Policy year.

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

      In addition, when death benefit Option A is in effect, the Specified
Amount will be reduced by the cash withdrawal. No cash withdrawal will be
permitted which would result in a Specified Amount lower than the minimum
Specified Amount set forth in the Policy or would deny the Policy status as
life insurance under the Internal Revenue Code and applicable regulations. (See
Cash Value Charges - Cost of Insurance, p. 25; Death Benefit - Insurance
Protection, p. 15; 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. 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 equal to the sum of: (i) the
total amount of monthly deductions made and any other charges imposed on amounts
allocated to the Accounts; and (ii) 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. 16.) 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 will extend the Maturity Date provided the Policy is
still In Force on the Maturity Date. Extension of the Maturity Date will be
made upon written request to Western Reserve, between 90 and 180 days prior to
the Maturity Date, as elected by the Policyowner, to one of the following: (1)
if the Death Benefit Option Type is other than Option A, the Option Type will
be changed to Option A. On each Valuation Date, the Specified Amount will be
adjusted to equal

                                       28
<PAGE>

the Cash Value, and the Limitation Percentage will be 100%. No additional
premium payments will be permitted except to prevent lapse of the Policy. All
future monthly deductions will be waived; or (2) the Maturity Date will
automatically be extended until the next Policy Anniversary. The Policyowner
must request in writing that the Maturity Date be extended prior to each Policy
Anniversary thereafter.

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. 29 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 paid in full.
The period chosen may not exceed 30 years.

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

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

                              GENERAL PROVISIONS

POSTPONEMENT OF PAYMENTS

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

                                       29
<PAGE>

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. 26.) For purposes of
the riders, the person insured under the Policy is referred to as the Primary
Insured, and the term "Face Amount" refers to the level term insurance amount
payable at death.

      CHILDREN'S INSURANCE RIDER:   Provides a Face Amount on each of the
Primary Insured's children, as defined in the rider. Under the terms of the
rider, the death benefit will be payable to the Primary 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.

      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.

                                       30
<PAGE>

      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 (|P`PIR|P') AND PRIMARY INSURED RIDER PLUS (|P`PIR
PLUS|P'): Provides term insurance coverage for the insured on a basis different
from the coverage provided under the Policy. The PIR may be purchased at any
time, either at the time of application for the Policy, or after the Record
Date. The PIR Plus may only be purchased at the time of application.

      PIR or PIR Plus increases the death benefit provided under the Policy by
the Face Amount of the rider. The PIR terminates at age 90; the PIR Plus
terminates at age 85. No additional Surrender Charge is assessed in connection
with PIR or PIR Plus coverage. Generally, coverage provided by PIR or PIR Plus
has a lower cost than that provided under the Policy, but has no Cash Value
associated with it. Owners may reduce or cancel coverage under a PIR or PIR
Plus rider separately from reducing the Specified Amount of a Policy. Likewise,
the Specified Amount of a Policy may be decreased, subject to certain minimums,
without reducing the coverage under PIR or PIR Plus. Continuing coverage on an
increment of Specified Amount under the Policy may have a cost of insurance
that is higher than the cost of the same amount of coverage under PIR or PIR
Plus.

      There may be circumstances in which it will be to your advantage to
obtain a portion of your insurance coverage under PIR or PIR Plus. These
circumstances depend on many factors, including the premium levels, amounts and
duration of coverage needed, as well as the age, sex and risk classification of
the Insured. Your registered representative can provide you with further
information explaining how PIR and PIR Plus coverage can affect your Policy
values under different assumptions. Western Reserve reserves the right to
discontinue the availability of these riders for new Policies at any time, and
also reserves the right to modify the terms of these riders for new Policies,
subject to approval by the state insurance departments.

      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, above)
"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 for 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.

      Pursuant to the recently enacted Health Insurance Portability and
Accountability Act of 1996, Western Reserve believes that for Federal income
tax purposes a Single Sum Benefit payment made under the Terminal Illness
Accelerated Death Benefit Rider should be fully excludable from the gross
income of the Beneficiary, as long as the Beneficiary is the insured under the
Policy. However, a Policyowner should consult a qualified tax advisor about the
consequences of adding this Rider to a Policy or requesting a Single Sum
Benefit payment under this Rider.

      There is no additional charge for this rider. 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.

                               THE FIXED ACCOUNT

      A Policyowner may allocate Premiums and transfer Cash Value to the Fixed
Account, which is part of Western Reserve's

                                       31
<PAGE>

General Account. Because of exemptive and exclusionary provisions, interests in
the Fixed Account have not been registered under the Securities Act of 1933 and
neither the Fixed Account nor the General Account has been registered as an
investment company under the 1940 Act. Accordingly, neither the Fixed Account,
the General Account nor any interests therein are generally subject to the
provisions of these acts and Western Reserve has been advised that the staff of
the Commission has not reviewed the disclosures in this Prospectus relating to
the Fixed Account. Disclosures regarding the Fixed Account may, however, be
subject to certain generally applicable provisions of the Federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.

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

FIXED ACCOUNT VALUE

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

      1. The sum of all 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; minus
           

      7. Any amounts withdrawn from the Fixed Account to pay the pro rata
         Decrease Charge incurred as a result of a decrease in the Specified
         Amount.

MINIMUM GUARANTEED AND CURRENT INTEREST RATES

      The Fixed Account Value is guaranteed to accumulate at a minimum
effective annual interest rate of 3% per year on unloaned amounts, and a
minimum guaranteed effective annual interest rate of 4% per year for loaned
amounts. 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.
Western Reserve has no specific formula for determining current interest rates.
Some of the factors that Western Reserve may consider, in its sole discretion,
in determining whether to credit interest in excess of the 3% guaranteed rate
are: general economic trends, rates of return currently available and
anticipated on the company's investments, regulatory and tax requirements, and
competitive factors. The Fixed Account Value will not share in the investment
performance of the company's general account or any portion thereof. 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 3% 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 3% per annum or shorten the
Guarantee Period to less than one year.

ALLOCATIONS, TRANSFERS AND WITHDRAWALS

   
      Premium payments and transfers to the Fixed Account will be allocated to
the Fixed Account on the first Valuation Date on or following the date Western
Reserve receives the payment or transfer request at its Office, except that any
allocation of Premium received prior to the Record 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 limit the transfers to one per Policy year and require
that transfer requests be in writing and received at Western Reserve's Office
within 30 days after a Policy Anniversary. The maximum 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

                                       32
<PAGE>

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 ISI, an affiliate of Western Reserve and the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements (|P`Sales Agreements|P') with the principal underwriter for
promotion and sale of the Policies. ISI 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 ISI for acting as principal underwriter for the Policies. The compensation
payable to registered representatives who are appointed agents of Western
Reserve for sales of the Policies may vary with the Sales Agreement, but is not
expected to exceed 65% of all premiums paid during the first Policy year, and
2.10% of all premium payments in years 2 through 10. An additional sales
commission of up to 0.10% (ten one-hundredths of one percent) of the Policy's
Cash Value is payable on the fifth Policy Anniversary, and on each Anniversary
thereafter, provided the Policy's Cash Value at such times, minus any amounts
attributable to Policy loans, is at least $10,000. In addition, certain
production, persistency and managerial bonuses may be paid.

                              FEDERAL TAX MATTERS

INTRODUCTION

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

TAX CHARGES

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

TAX STATUS OF THE POLICY

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

      With respect to a Policy that is issued on the basis of a rate class
using Ultimate Select, non-tobacco use; Select, non-tobacco use; Ultimate
Standard, tobacco use; Standard tobacco use, guaranteed rates or Juvenile,
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

                                       33
<PAGE>

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-accounts without being treated as owners of the
underlying assets."

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

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

TAX TREATMENT OF POLICY BENEFITS

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

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

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

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

      2. MODIFIED ENDOWMENT CONTRACTS. A Policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such Policy. The premium limitation rules for
determining whether such a Policy is a modified endowment contract are
extremely complex. In general, however, a Policy will be a modified endowment
contract if the accumulated premiums paid at any time during the first seven
Policy years exceed the sum of the net level premiums which would have been
paid on or before such time if the Policy provided for paid-up future benefits
after the payment of seven level annual premiums. In addition, if a Policy is
"materially 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.

      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

                                       34
<PAGE>

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% Federal income tax penalty is imposed
on the portion of any distribution from, or loan taken from, or secured by,
such a Policy that is included in income except where the distribution or loan
is made on or after the Owner attains age 59-1/2, is attributable to the
Policyowner's becoming disabled, or is part of a series of substantially equal
periodic payments for the life (or life expectancy) of the Policyowner or the
joint lives (or joint life expectancies) of the Policyowner and the
Policyowner's Beneficiary.

      4. DISTRIBUTIONS 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 generally not treated as distributions. Instead, such loans are
treated as indebtedness of the Policyowner. However, the tax treatment of a
loan from a Policy that is not a modified endowment contract is uncertain to
the extent that the interest rate credited is equal to the interest rate
charged on the amount borrowed. A tax advisor should be consulted.

      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% Federal income tax penalty.

      5. POLICY LOAN INTEREST. Interest paid on a Policy loan generally is not
tax deductible. Therefore, a Policyowner should consult a competent tax advisor
before deducting any Policy loan interest.

      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.

      8. TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER. Pursuant to the
recently enacted Health Insurance Portability and Accountability Act of 1996,
Western Reserve believes that for Federal income tax purposes a Single Sum
Benefit payment made under the Terminal Illness Accelerated Death Benefit Rider
should be fully excludable from the gross income of the beneficiary, as long as
the beneficiary is the Insured under the Policy. However, a Policyowner should
consult a qualified tax advisor about the consequences of adding this Rider to
a Policy or requesting a Single Sum Benefit payment under this Rider.

      9. BUSINESS-OWNED INSURANCE.  In recent years, Congress has adopted new
rules relating to life insurance owned by businesses. Any business
contemplating the purchase of a new Policy or a change in an existing Policy
should consult a tax advisor.

POSSIBLE TAX LAW CHANGES

      Although the likelihood of legislative changes is uncertain, there is
always the possibility that the tax treatment of the Policy could change by
legislation or otherwise. For instance, the President's 1999 Budget Proposal
recommended legislation that, if enacted, would adversely modify the Federal
taxation of this Policy. It is possible that any legislative change could be
retroactive (that is, effective prior to the date of the change.) A tax advisor
should be consulted with respect to legislative developments and their effect
on the Policy.

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

                                       35
<PAGE>

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.

                      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-Account. Except as required by the 1940 Act, the Fund does
not hold regular or special shareholder meetings. If the 1940 Act or any
regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result Western Reserve determines that it is
permitted to vote the Fund shares in its own right, it may elect to do so.
    

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

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

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

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

                      STATE REGULATION OF WESTERN RESERVE

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

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

                                  REINSURANCE

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

                        EXECUTIVE OFFICERS AND DIRECTORS
                              OF WESTERN RESERVE

JOHN R. KENNEY(1), CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER
     AND PRESIDENT. Chairman of the Board of Directors (1987 - present) and
     Chief Executive Officer (1982 - present), President, (1978 - 1987 and
     December, 1992 - present), Director (1978 - present), Western Reserve Life
     Assurance Co. of Ohio; Chairman of the Board of Directors (1985 -
     present), President (March, 1993 - present), WRL Series Fund, Inc.;
     Chairman of the Board (September, 1996 - present), WRL Investment
     Management, Inc.; Chairman of the Board (September, 1996 - present), WRL
     Investment Services, Inc.; Chairman of the Board of Directors (February,
     1997 - present), AEGON Asset Management Services, Inc., Largo, Florida;
     Chairman of the Board of Directors and Chief Executive Officer (1988 -
     February, 1991), President (1988 - 1989), Director (1976 - February,
     1991), Executive Vice President (1972 - 1988), Pioneer Western Corporation
     (financial services), Largo, Florida; Trustee (1987 - present), Chairman
     (December, 1989 to

                                       36
<PAGE>

     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.

ALAN M. YAEGER(1), EXECUTIVE VICE PRESIDENT, ACTUARY AND CHIEF FINANCIAL
     OFFICER. Executive Vice President (June, 1993 - present), Chief Financial
     Officer (December, 1995 - present), Senior Vice President (1981 - June,
     1993) and Actuary (1972 - present), Western Reserve Life Assurance Co. of
     Ohio; Director (September, 1996 - present), WRL Investment Management,
     Inc.; Director (September, 1996 - present), WRL Investment Services, Inc.;
     Executive Vice President (September, 1993 - present), WRL Series Fund,
     Inc.

WILLIAM H. GEIGER(1), SENIOR VICE PRESIDENT, SECRETARY AND CORPORATE COUNSEL.
     Senior Vice President, Secretary and Corporate 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.

ALLAN J. HAMILTON(1), VICE PRESIDENT, TREASURER AND CONTROLLER. Vice President
     and Controller (1987 - present), Treasurer, (February, 1997 - present),
     Assistant Vice President and Assistant Controller (1983 - 1987), Western
     Reserve Life Assurance Co. of Ohio; Treasurer and Principal Financial
     Officer (February, 1997 - present), WRL Series Fund, Inc.; 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 33758-5068
    

                                 LEGAL MATTERS

   
      Sutherland Asbill & Brennan LLP, 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,
Assistant Secretary and Associate General Counsel of Western Reserve.

                               LEGAL PROCEEDINGS
    

      Western Reserve, like other life insurance companies, is involved in
lawsuits. Western Reserve is not aware of any class action lawsuits naming it
as a Defendant or involving the Series Account. In some lawsuits involving
other insurers, substantial damages have been sought and/or material settlement
payments have been made. Although the outcome of any litigation cannot be
predicted with certainty, Western Reserve believes that at the present time
there are no pending or threatened lawsuits that are reasonably likely to have
a material adverse impact on the Series Account or Western Reserve.

                                    EXPERTS

      The financial statements of WRL Series Life Account as of December 31,
1997 and for the year then ended have been included herein in reliance upon the
report of PricewaterhouseCoopers LLP, independent accountants, and upon the
authority of that firm as experts in accounting and auditing.

   
      The statutory-basis financial statements and schedules of Western Reserve
Life Assurance Co. of Ohio at December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, appearing in this Prospectus
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein
which are based in part on the reports of Price Waterhouse LLP, independent
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


                                       37
<PAGE>

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.

                               YEAR 2000 MATTERS

   
      In October 1996, Western Reserve adopted and presently has in place a
Year 2000 Assessment and Planning Project (the "Plan") to review and analyze
existing hardware and software systems, as well as voice and data
communications systems, to determine if they are Year 2000 compatible. Western
Reserve has also engaged the services of a third-party provider that is
specialized in Year 2000 issues to work on the Plan.
    

      As of the date of this Prospectus, Western Reserve has identified and
made available what it believes are the appropriate resources of hardware,
people, and dollars, including the engagement of outside third parties, to
ensure that the Plan will be completed.

      The Year 2000 computer problem, and its resolution, is complex and
multifaceted, and success of a response plan cannot be conclusively known until
the Year 2000 is reached (or an earlier date to the extent that the systems or
equipment addresses Year 2000 data prior to the Year 2000). Even with the
appropriate and diligent pursuit of a well-conceived response plan, including
testing procedures, there is no certainty that any company will achieve
complete success. Further, notwithstanding its efforts or results, Western
Reserve's ability to function unaffected to and through the Year 2000 may be
adversely affected by actions (or failure to act) of third parties beyond our
knowledge or control. See the Fund's prospectus for information on the Fund's
preparation for Year 2000.

           INFORMATION ABOUT WESTERN RESERVE'S FINANCIAL STATEMENTS

   
      The financial statements of Western Reserve which are included in this
Prospectus (see p. 65) 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,
1997, 1996 and 1995, have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").


                                       38
<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 a decrease in the Specified
Amount of the Policy, and that no cash withdrawals or Policy loans have been
made.

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

      The illustration on page 40 is based on a Policy for an Insured who is a
35 year old male in the non-tobacco user Ultimate Select rate class, annual
premiums of $5,500, a $500,000 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 41 is based on the same factors as those on page
40, except that cost of insurance rates are based on the GUARANTEED cost of
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality
Table).

   
      The amounts 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 during the
first fifteen Policy years and 0.30% thereafter. However, the reduced annual
charge after the first fifteen Policy years is guaranteed to be 0.60%; (2)
estimated daily expenses equivalent to an effective average annual expense
level of 0.95% of the average daily net assets of the Portfolios of the Fund;
and (3) applicable Cash Value charges. The 0.95% average Portfolio expense
level assumes an equal allocation of amounts among the sixteen Sub-Accounts and
is based on an average 0.76% investment advisory fee and estimated 1997 average
normal operating expenses of 0.19% for each of the Portfolios in operation
during 1997. Calculation of the average annual expense level utilized
annualized actual audited expenses incurred during 1997 for the Money Market
(0.48%), Bond (0.64%), Growth (0.85%) (including voluntary fee reductions
effective May 1, 1998), Strategic Total Return (0.88%), Emerging Growth
(0.93%), Global (1.00%), Aggressive Growth (0.96%), Balanced (0.94%), Growth &
Income (0.96%), C.A.S.E. Growth (1.00%), Tactical Asset Allocation (0.87%),
Value Equity (0.89%), International Equity (1.50%), and U.S. Equity (1.30%). In
addition, because the Third Avenue Value and Real Estate Securities Portfolios
had not commenced operations as of December 31, 1997, the estimated average
annual Portfolio expense level reflects estimated expenses for each of these
two Portfolios at 1.00%, for 1998. WRL Management has undertaken until April
30, 1999 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 1.85%, the gross annual investment return
rates of 0%, 6% and 12% are equivalent to net annual investment return rates of
- -1.85%, 4.15% and 10.15% during the first fifteen Policy years and -1.25%,
4.75% and 10.75% thereafter.
    
      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. 26.)

      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.

                                       39
<PAGE>

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


  Specified Amount $500,000               Ultimate Select Class
  Annual Premium $5,500                   Option Type A
                Using Current Cost of Insurance Rates
 

   
<TABLE>
<CAPTION>
                                                               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%
                               -1.85% (NET) YEARS 1-15     4.15% (NET) YEARS 1-15     10.15% (NET) YEARS 1-15
                                -1.25% (NET) YEARS 16+      4.75% (NET) YEARS 16+     10.75% (NET) YEARS 16+
<S>            <C>            <C>                         <C>                        <C>
1                   5,775              500,000                      500,000                    500,000
2                  11,839              500,000                      500,000                    500,000
3                  18,206              500,000                      500,000                    500,000
4                  24,891              500,000                      500,000                    500,000
5                  31,911              500,000                      500,000                    500,000
6                  39,281              500,000                      500,000                    500,000
7                  47,020              500,000                      500,000                    500,000
8                  55,146              500,000                      500,000                    500,000
9                  63,678              500,000                      500,000                    500,000
10                 72,637              500,000                      500,000                    500,000
15                124,616              500,000                      500,000                    500,000
20                190,956              500,000                      500,000                    500,000
30(AGE 65)        383,684              500,000                      500,000                  1,095,334
40(AGE 75)        697,619              500,000                      501,201                  2,724,666
50(AGE 85)      1,208,985                    *                      845,195                  7,423,634
60(AGE 95)      2,041,946                    *                    1,335,588                 19,490,445
</TABLE>
    


   
<TABLE>
<CAPTION>
                                  CASH VALUE                                   NET SURRENDER VALUE
END OF                ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
POLICY YEAR               ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                  0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                 -1.85% (NET)     4.15% (NET)     10.15% (NET)     -1.85% (NET)     4.15% (NET)     10.15% (NET)
                  YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                 -1.25% (NET)     4.75% (NET)     10.75% (NET)     -1.25% (NET)     4.75% (NET)     10.75% (NET)
                   YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>             <C>              <C>             <C>              <C>              <C>             <C>
1                    4,581             4,885            5,189            708             1,011           1,315
2                    9,065             9,960           10,892          4,730             5,625           6,557
3                   13,445            15,225           17,155          8,647            10,428          12,357
4                   17,726            20,693           24,039         12,467            15,434          18,779
5                   21,879            26,339           31,575         16,158            20,618          25,854
6                   25,902            32,169           39,828         19,719            25,985          33,645
7                   29,789            38,181           48,866         23,143            31,536          42,220
8                   33,542            44,386           58,771         26,435            37,279          51,664
9                   37,098            50,726           69,569         29,528            43,157          62,000
10                  40,488            57,237           81,388         32,456            49,206          73,356
15                  54,796            92,444          159,866         54,796            92,444         159,866
20                  66,653           136,754          294,347         66,653           136,754         294,347
30(AGE 65)          83,405           263,904          897,815         83,405           263,904         897,815
40(AGE 75)          73,075           468,412        2,546,417         73,075           468,412       2,546,417
50(AGE 85)               *           804,948        7,070,127              *           804,948       7,070,127
60(AGE 95)               *         1,322,364       19,297,470              *         1,322,364      19,297,470

<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 the
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
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35

         Specified Amount $500,000           Ultimate Select Class
         Annual Premium $5,500               Option Type A
                Using Guaranteed Cost of Insurance Rates
 

<TABLE>
<CAPTION>
                                                                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%
                                -1.85% (NET) YEARS 1-15     4.15% (NET) YEARS 1-15     10.15% (NET) YEARS 1-15
                                 -1.25% (NET) YEARS 16+      4.75% (NET) YEARS 16+     10.75% (NET) YEARS 16+
<S>             <C>            <C>                         <C>                        <C>
 1                   5,775              500,000                     1500,000                    500,000
 2                  11,839              500,000                      500,000                    500,000
 3                  18,206              500,000                      500,000                    500,000
 4                  24,891              500,000                      500,000                    500,000
 5                  31,911              500,000                      500,000                    500,000
 6                  39,281              500,000                      500,000                    500,000
 7                  47,020              500,000                      500,000                    500,000
 8                  55,146              500,000                      500,000                    500,000
 9                  63,678              500,000                      500,000                    500,000
 10                 72,637              500,000                      500,000                    500,000
 15                124,616              500,000                      500,000                    500,000
 20                190,956              500,000                      500,000                    500,000
 30(AGE 65)        383,684              500,000                      500,000                  1,058,623
 40(AGE 75)        697,619                    *                      500,000                  2,593,787
 50(AGE 85)      1,208,985                    *                      720,735                  6,923,820
 60(AGE 95)      2,041,946                    *                    1,106,564                 17,490,930
</TABLE>


<TABLE>
<CAPTION>
                                  CASH VALUE                                   NET SURRENDER VALUE
END OF                ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
POLICY YEAR               ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
                  0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
                 -1.85% (NET)     4.15% (NET)     10.15% (NET)     -1.85% (NET)     4.15% (NET)     10.15% (NET)
                  YEARS 1-15       YEARS 1-15      YEARS 1-15       YEARS 1-15       YEARS 1-15      YEARS 1-15
                 -1.25% (NET)     4.75% (NET)     10.75% (NET)     -1.25% (NET)     4.75% (NET)     10.75% (NET)
                   YEARS 16+       YEARS 16+        YEARS 16+        YEARS 16+       YEARS 16+       YEARS 16+
<S>             <C>              <C>             <C>              <C>              <C>             <C>
1                    4,513             4,814            5,116            640               941           1,243
2                    8,911             9,797           10,719          4,576             5,461           6,384
3                   13,182            14,940           16,847          8,385            10,143          12,049
4                   17,326            20,249           23,548         12,066            14,990          18,289
5                   21,334            25,721           30,876         15,613            20,000          25,154
6                   25,207            31,361           38,891         19,023            25,178          32,707
7                   28,933            37,164           47,654         22,287            30,518          41,009
8                   32,516            43,138           57,246         25,409            36,030          50,139
9                   35,946            49,280           67,744         28,377            41,710          60,174
10                  39,227            55,599           79,246         31,196            47,568          71,215
15                  53,072            89,802          155,713         53,072            89,802         155,713
20                  63,465           131,831          286,041         63,465           131,831         286,041
30(AGE 65)          68,562           245,033          867,724         68,562           245,033         867,724
40(AGE 75)               *           406,533        2,424,100              *           406,533       2,424,100
50(AGE 85)               *           686,414        6,594,114              *           686,414       6,594,114
60(AGE 95)               *         1,095,608       17,317,752              *         1,095,608       7,317,752

<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 the
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.


                                       41
<PAGE>

                                  APPENDIX B

                      WEALTH INDICES OF INVESTMENTS IN THE
                             U.S. CAPITAL MARKETS

      The information below graphically depicts the growth of $1.00 invested in
large company stocks, small company stocks, long-term government bonds,
Treasury bills, and a hypothetical asset returning the inflation rate over the
period from the end of 1925 to the end of 1997. All results assume reinvestment
of dividends on stocks or coupons on bonds and no taxes. Transaction costs are
not included, except in the small stock index starting in 1982.

      Each of the cumulative index values is initialized at $1.00 at year-end
1925. The graph illustrates that large company stocks and small company stocks
have the best performance over the entire 72-year period; investments of $1.00
in these assets would have grown to $1,828.33 and $5,519.97, respectively, by
year-end 1997. This higher growth was earned by investments involving
substantial risk. In contrast, long-term government bonds (with an approximate
20-year maturity), which exposed the holder to much less risk, grew to only
$39.07.

      The lowest-risk strategy over the past 72 years (for those with
short-term time horizons) was to buy U.S. Treasury bills. Since Treasury bills
tended to track inflation, the resulting real (inflation-adjusted) returns were
near zero for the entire 1926 - 1997 period.

                                        COMPOUND
                                         ANNUAL
                                         RETURN
  -    Small Company Stocks               12.7%
        Dimensional Fund Advices
        Small Company Fund
  -    Large Company Stocks               11.0%
        S&P 500
  -    Long-Term Government Bonds          5.2%
        20-year U.S. Government Bonds
  -    Treasury Bills                      3.8%
        30-day U.S. T-Bills
  -    Inflation                           3.1%
        Consumer Price Index


                               [GRAPHIC OMITTED]

   
*  Used with permission. /copyright/1998 Ibbotson Associates, Inc. All rights
   reserved. [Certain portions of this work were derived from copyrighted works
   of Roger G.Ibbotson and Rex Sinquefield.]
    

                                       42

<PAGE>

                   COMPOUND ANNUAL RATES OF RETURN BY DECADE


<TABLE>
<CAPTION>
                               1920s*     1930s      1940s      1950s      1960s       1970s      1980s     1990s**     1988-97
<S>                           <C>        <C>       <C>         <C>       <C>         <C>         <C>       <C>         <C>
Large Company .............   19.2%      -0.1%      9.2%       19.4%      7.8%        5.9%       17.5%     16.6%       18.0%
Small Company .............   -4.5       1.4       20.7        16.9      15.5        11.5        15.8      16.5        16.5
Long-Term Corp. ...........   5.2        6.9        2.7        1.0        1.7         6.2        13.0      10.2        10.8
Long-Term Govt. ...........   5.0        4.9        3.2        -0.1       1.4         5.5        12.6      10.7        11.3
Inter-Term Govt. ..........   4.2        4.6        1.8        1.3        3.5         7.0        11.9      8.0         8.3
Treasury Bills ............   3.7        0.6        0.4        1.9        3.9         6.3        8.9       5.0         5.4
Inflation .................   -1.1       -2.0       5.4        2.2        2.5         7.4        5.1       3.1         3.4

<FN>
- ------------------------------
 * Based on the period 1926-1929.

** Based on the period 1990-1997.
</FN>
</TABLE>

   
Used with permission. /copyright/1998 Ibbotson Associates, Inc. All rights
reserved. [Certain portions of this work were derived from copyrighted works of
Roger G. Ibbotson and Rex Sinquefield.]
    

                            THE WRL FREEDOM ELITE(SM)
              AND THE "DOLLAR COST AVERAGING" INVESTMENT STRATEGY

      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
strategy 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


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 strategy is for the investor who can continue 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
Elite(SM)? A Policyowner may invest his or her 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 strategy 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 Premium
resulting from those Planned Periodic Premiums to Sub-Accounts in relatively
constant amounts.

                                       43
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS


WRL SERIES LIFE ACCOUNT:

   
      Statements of assets, liabilities and equity accounts as of September 30,
      1998, statements of operations for the nine months ended September 30,
      1998 and statements of change in equity accounts for the nine months
      ended September 30, 1998 (unaudited) and year ended December 31, 1997

      Selected per unit data and ratios for the period ended September 30, 1998
      (unaudited) and for the years ended December 31, 1997, 1996, 1995, 1994
      and 1993

      Notes to Financial Statements (unaudited)
    

      Report of Independent Accountants dated January 30, 1998

      Statements of assets, liabilities and equity accounts and statements of
      operations for the year ended December 31, 1997

      Statements of changes in equity accounts for the years ended December 31,
      1997 and 1996

   
      Selected per unit data and ratios for the years ended December 31, 1997,
      1996, 1995, 1994 and 1993
    

      Notes to Financial Statements

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:

   
      Statutory-Basis Balance Sheet as of September 30, 1998 (unaudited)

      Statutory-Basis Statement of Operations for the nine months ended
      September 30, 1998 (unaudited)

      Statutory-Basis Statement of Cash Flows for the nine months ended
      September 30, 1998 (unaudited)

      Statutory-Basis Statement of Changes in Capital and Surplus for the nine
      months ended September 30, 1998 (unaudited)

      Note to Statutory-Basis Financial Statements (unaudited)
    

      Report of Independent Auditors dated February 27, 1998

      Statutory-Basis Balance Sheets at December 31, 1997 and 1996

      Statutory-Basis Statements of Operations for the years ended December 31,
      1997, 1996 and 1995

   
      Statutory-Basis Statements of Changes in Capital and Surplus for the
      years ended December 31, 1997, 1996 and 1995
    

      Statutory-Basis Statements of Cash Flows for the years ended December 31,
      1997, 1996, and 1995

      Notes to Statutory-Basis Financial Statements

      Statutory-Basis Financial Statement Schedules

WRL00005-01/99

                                       44







<PAGE>


                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF ASSETS AND LIABILITIES
                              At September 30, 1998
                  All amounts (except unit value) in thousands
                                   (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    MONEY MARKET          BOND                GROWTH  
                                                                    SUB-ACCOUNT       SUB-ACCOUNT          SUB-ACCOUNT
                                                                  --------------     --------------       --------------
<S>                                                              <C>                <C>                  <C>           
ASSETS:
   Investment in WRL Series Fund, Inc.:
     Shares...................................................           27,609              2,157               12,976
                                                                 ==============     ==============       ==============
     Cost.....................................................   $       27,609     $       24,395       $      404,462
                                                                 ==============     ==============       ==============
   Investment, at net asset value.............................   $       27,609     $       26,345       $      604,812
   Transfers receivable from depositor........................              212                  0                    0
                                                                 --------------     --------------       --------------
     Total assets.............................................           27,821             26,345              604,812
                                                                 --------------     --------------       --------------
LIABILITIES:
   Accrued expenses...........................................                1                  1                   15
   Transfers payable to depositor.............................                0                 10                  133
                                                                 --------------     --------------       --------------
     Total liabilities........................................                1                 11                  148
                                                                 --------------     --------------       --------------
     Net assets...............................................   $       27,820     $       26,334       $      604,664
                                                                 ==============     ==============       ==============
NET ASSETS:
  Policy Owners' equity:
     Units....................................................            1,670              1,144                8,435
                                                                 ==============     ==============       ==============
     Unit value...............................................   $        16.66     $        23.03       $        71.68
                                                                 ==============     ==============       ==============
     Policy Owners' equity....................................   $       27,820     $       26,334       $      604,664
                                                                 --------------     --------------       --------------
  Depositor's equity:
     Units....................................................        N/A                N/A                  N/A
                                                                 ==============     ==============       ==============
     Unit value...............................................   $    N/A           $    N/A             $    N/A
                                                                 ==============     ==============       ==============
     Depositor's equity.......................................   $    N/A           $    N/A             $    N/A
                                                                 --------------     --------------       --------------
     Net assets applicable to outstanding units...............   $       27,820     $       26,334       $      604,664
                                                                 ==============     ==============       ==============

                                                                                       STRATEGIC             EMERGING
                                                                       GLOBAL         TOTAL RETURN            GROWTH
                                                                    SUB-ACCOUNT       SUB-ACCOUNT           SUB-ACCOUNT
                                                                  --------------     --------------       --------------
ASSETS:
   Investment in WRL Series Fund, Inc.:
     Shares...................................................            8,883              5,767                9,061
                                                                 ==============     ==============       ==============
     Cost.....................................................   $      167,929     $       77,243       $      159,047
                                                                 ==============     ==============       ==============
   Investment, at net asset value.............................   $      180,998     $       87,483       $      197,347
   Transfers receivable from depositor........................                0                  0                    0
                                                                 --------------     --------------       --------------
     Total assets.............................................          180,998             87,483              197,347
                                                                 --------------     --------------       --------------
LIABILITIES:
   Accrued expenses...........................................                5                  2                    5
   Transfers payable to depositor.............................               23                  4                   43
                                                                 --------------     --------------       --------------
     Total liabilities........................................               28                  6                   48
                                                                 --------------     --------------       --------------
     Net assets...............................................   $      180,970     $       87,477       $      197,299
                                                                 ==============     ==============       ==============
NET ASSETS:
  Policy Owners' equity:
     Units....................................................            9,509              4,751                7,895
                                                                 ==============     ==============       ==============
     Unit value...............................................   $        19.03     $        18.41       $        24.99
                                                                 ==============     ==============       ==============
     Policy Owners' equity....................................   $      180,970     $       87,477       $      197,299
                                                                 --------------     --------------       --------------
  Depositor's equity:
     Units....................................................        N/A                N/A                  N/A
                                                                 ==============     ==============       ==============
     Unit value...............................................   $    N/A           $    N/A             $    N/A
                                                                 ==============     ==============       ==============
     Depositor's equity.......................................   $    N/A           $    N/A             $    N/A
                                                                 --------------     --------------       --------------
     Net assets applicable to outstanding units...............   $      180,970     $       87,477       $      197,299
                                                                 ==============     ==============       ==============
</TABLE>
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       45

<PAGE>

                          WRL SERIES LIFE ACCOUNT
                    STATEMENT OF ASSETS AND LIABILITIES
                           At September 30, 1998
                All amounts (except unit value) in thousands
                                (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                AGGRESSIVE GROWTH      BALANCED          GROWTH & INCOME
                                                                   SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                                                                -----------------   --------------       ---------------
<S>                                                              <C>                <C>                  <C>           
   
ASSETS:
    Investment in WRL Series Fund, Inc.:
      Shares..................................................            7,079              1,106                1,222
                                                                 ==============     ==============       ==============
      Cost....................................................   $      109,523     $       12,827       $       15,095
                                                                 ==============     ==============       ==============
    Investment, at net asset value............................   $      128,068     $       12,868       $       14,846
    Transfers receivable from depositor.......................                0                  2                    0
                                                                 --------------     --------------       --------------
      Total assets............................................          128,068             12,870               14,846
                                                                 --------------     --------------       --------------
LIABILITIES:
    Accrued expenses..........................................                3                  0                    0
    Transfers payable to depositor............................               53                  0                    0
                                                                 --------------     --------------       --------------
      Total liabilities.......................................               56                  0                    0
                                                                 --------------     --------------       --------------
      Net assets..............................................   $      128,012     $       12,870       $       14,846
                                                                 ==============     ==============       ==============
NET ASSETS:
  Policy Owners' equity:
      Units...................................................            6,193                939                  939
                                                                 ==============     ==============       ==============
      Unit value..............................................   $        20.67     $        13.70       $        15.81
                                                                 ==============     ==============       ==============
      Policy Owners' equity...................................   $      128,012     $       12,870       $       14,846
                                                                 --------------     --------------       --------------
  Depositor's equity:
      Units...................................................        N/A                N/A                  N/A
                                                                 ==============     ==============       ==============
      Unit value..............................................   $    N/A           $    N/A             $    N/A
                                                                 ==============     ==============       ==============
      Depositor's equity......................................   $    N/A           $    N/A             $    N/A
                                                                 --------------     --------------       --------------
      Net assets applicable to outstanding units..............   $      128,012     $       12,870       $       14,846
                                                                 ==============     ==============       ==============
    
                                                                 TACTICAL ASSET
                                                                   ALLOCATION       C.A.S.E. GROWTH        VALUE EQUITY
                                                                   SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                                                                 --------------     ---------------      --------------
ASSETS:
    Investment in WRL Series Fund, Inc.:
      Shares..................................................            2,685              1,178                1,946
                                                                 ==============     ==============       ==============
      Cost....................................................   $       34,654     $       16,899       $       26,167
                                                                 ==============     ==============       ==============
    Investment, at net asset value............................   $       35,929     $       12,930       $       23,513
    Transfers from depositor..................................                0                  0                    0
                                                                 --------------     --------------       --------------
      Total assets............................................           35,929             12,930               23,513
                                                                 --------------     --------------       --------------
LIABILITIES:
    Accrued expenses..........................................                1                  0                    1
    Accrued transfers to depositor............................                3                 11                    1
                                                                 --------------     --------------       --------------
      Total liabilities.......................................                4                 11                    2
                                                                 --------------     --------------       --------------
      Net assets..............................................   $       35,925     $       12,919       $       23,511
                                                                 ==============     ==============       ==============
NET ASSETS:
  Policy Owners' equity:
      Units...................................................            2,303              1,304                1,948
                                                                 ==============     ==============       ==============
      Unit value..............................................   $        15.60     $         9.91       $        12.07
                                                                 ==============     ==============       ==============
      Policy Owners' equity...................................   $       35,925     $       12,919       $       23,511
                                                                 --------------     --------------       --------------
   Depositor's equity:
      Units...................................................        N/A                N/A                  N/A
                                                                 ==============     ==============       ==============
      Unit value..............................................   $    N/A           $    N/A             $    N/A
                                                                 ==============     ==============       ==============
      Depositor's equity......................................   $    N/A           $    N/A             $    N/A
                                                                 --------------     --------------       --------------
      Net assets applicable to outstanding units..............   $       35,925     $       12,919       $       23,511
                                                                 ==============     ==============       ==============
</TABLE>
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       46
<PAGE>
                          WRL SERIES LIFE ACCOUNT
                    STATEMENT OF ASSETS AND LIABILITIES
                           At September 30, 1998
               All amounts (except unit value) in thousands
                                (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  INTERNATIONAL          U.S.             THIRD AVENUE
                                                                     EQUITY             EQUITY                VALUE     
                                                                   SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT(a)
                                                                 --------------     --------------       ---------------
<S>                                                              <C>                <C>                  <C>           
   
ASSETS:
    Investment in WRL Series Fund, Inc.:
      Shares..................................................              408                727                  278
                                                                 ==============     ==============       ==============
      Cost....................................................   $        4,894     $        9,573       $        2,742
                                                                 ==============     ==============       ==============
    Investment, at net asset value............................   $        4,235     $        9,056       $        2,198
    Transfers receivable from depositor.......................                0                 23                   17
                                                                 --------------     --------------       --------------
      Total assets............................................            4,235              9,079                2,215
                                                                 --------------     --------------       --------------
LIABILITIES:
    Accrued expenses..........................................                0                  0                    0
    Transfers payable to depositor............................                0                  0                    0
                                                                 --------------     --------------       --------------
      Total liabilities.......................................                1                  0                    0
                                                                 --------------     --------------       --------------
      Net assets..............................................   $        4,234     $        9,079       $        2,215
                                                                 ==============     ==============       ==============
NET ASSETS:
  Policy Owners' equity:
      Units...................................................              413                707                  262
                                                                 ==============     ==============       ==============
      Unit value..............................................   $        10.26     $        12.85       $         7.85
                                                                 ==============     ==============       ==============
      Policy Owners' equity...................................   $        4,234     $        9,079       $        2,058
                                                                 --------------     --------------       --------------
  Depositor's equity:
      Units...................................................        N/A                N/A                         20
                                                                 ==============     ==============       ==============
      Unit value..............................................   $    N/A           $    N/A             $         7.85
                                                                 ==============     ==============       ==============
      Depositor's equity......................................   $    N/A           $    N/A             $          157
                                                                 --------------     --------------       --------------
      Net assets applicable to outstanding units..............   $        4,234     $        9,079       $        2,215
                                                                 ==============     ==============       ==============
</TABLE>
    
                                                                   REAL ESTATE
                                                                   SECURITIES
                                                                  SUB-ACCOUNT(b)
                                                                 ---------------
ASSETS:
    Investment in WRL Series Fund, Inc.:
      Shares..................................................               75
                                                                 ==============
      Cost....................................................   $          724
                                                                 ==============
    Investment, at net asset value............................   $          651
    Transfers from depositor..................................                0
                                                                 --------------
      Total assets............................................              651
                                                                 --------------
LIABILITIES:
    Accrued expenses..........................................                0
    Accrued transfers to depositor............................                0
                                                                 --------------
      Total liabilities.......................................                0
                                                                 --------------
      Net assets..............................................   $          651
                                                                 ==============
NET ASSETS:
  Policy Owners' equity:
      Units...................................................               36
                                                                 ==============
      Unit value..............................................   $         8.61
                                                                 ==============
      Policy Owners' equity...................................   $          306
                                                                 --------------
  Depositor's equity:
      Units...................................................               40
                                                                 ==============
      Unit value..............................................   $         8.61
                                                                 ==============
      Depositor's equity......................................   $          345
                                                                 --------------
      Net assets applicable to outstanding units..............   $          651
                                                                 ==============

(a) The inception date of this sub-account was January 2, 1998.
(b) The inception date of this sub-account was May 1, 1998.

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       47
<PAGE>


                       WRL SERIES LIFE ACCOUNT
                       STATEMENT OF OPERATIONS
       For the nine months or period ended September 30, 1998
                      All amounts in thousands
                             (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   MONEY MARKET          BOND               GROWTH
                                                                   SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT
                                                                 --------------     --------------       --------------
<S>                                                              <C>                <C>                  <C>           
INVESTMENT INCOME:
  Dividend Income.............................................   $          792     $           29       $          404
  Capital gain distributions..................................                0                  0                5,200
                                                                 --------------     --------------       --------------
     Total investment income (loss)...........................              792                 29                5,604
EXPENSES:
  Mortality and expense risk..................................              135                138                3,790
                                                                 --------------     --------------       --------------
     Net investment income (loss).............................              657               (109)               1,814
                                                                 --------------     --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions.......                0                386                9,788
  Change in unrealized appreciation (depreciation)............                0              1,619              109,541
                                                                 --------------     --------------       --------------
     Net gain (loss) on investments...........................                0              2,005              119,329
                                                                 --------------     --------------       --------------
        Net increase (decrease) in equity accounts
        resulting from operations.............................   $          657     $        1,896       $      121,143
                                                                 ==============     ==============       ==============

                                                                                       STRATEGIC            EMERGING
                                                                      GLOBAL         TOTAL RETURN            GROWTH
                                                                   SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                                                                 --------------     --------------       --------------
INVESTMENT INCOME:
  Dividend Income.............................................   $        1,093     $          237       $            0
  Capital gain distributions..................................                0                619                  352
                                                                 --------------     --------------       --------------
     Total investment income (loss)...........................            1,093                856                  352
EXPENSES:
  Mortality and expense risk..................................            1,242                594                1,310
                                                                 --------------     --------------       --------------
     Net investment income (loss).............................             (149)               262                 (958)
                                                                 --------------     --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions.......            3,024                724                3,158
  Change in unrealized appreciation (depreciation)............            4,085             (3,530)               7,123
                                                                 --------------     --------------       --------------
     Net gain (loss) on investments...........................            7,109             (2,806)              10,281
                                                                 --------------     --------------       --------------
        Net increase (decrease) in equity accounts
        resulting from operations.............................   $        6,960     $       (2,544)      $        9,323
                                                                 ==============     ==============       ==============
</TABLE>

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       48
<PAGE>

                       WRL SERIES LIFE ACCOUNT
                       STATEMENT OF OPERATIONS
       For the nine months or period ended September 30, 1998
                      All amounts in thousands
                             (unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    AGGRESSIVE                              GROWTH &
                                                                      GROWTH            BALANCED             INCOME
                                                                   SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                                                                 --------------     --------------       --------------
<S>                                                              <C>                <C>                  <C>           
INVESTMENT INCOME:
  Dividend Income.............................................   $          356     $           44       $          239
  Capital gain distributions..................................            2,001                 13                   48
                                                                 --------------     --------------       --------------
     Total investment income (loss)...........................            2,357                 57                  287
EXPENSES:
  Mortality and expense risk..................................              804                 84                   84
                                                                 --------------     --------------       --------------
     Net investment income (loss).............................            1,553                (27)                 203
                                                                 --------------     --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions.......            2,023                191                  290
  Change in unrealized appreciation (depreciation)............            9,513               (636)                (731)
                                                                 --------------     --------------       --------------
     Net gain (loss) on investments...........................           11,536               (445)                (441)
                                                                 --------------     --------------       --------------
        Net increase (decrease) in equity accounts
        resulting from operations.............................   $       13,089     $         (472)      $         (238)
                                                                 ==============     ==============       ============== 

                                                                 TACTICAL ASSET        C.A.S.E.
                                                                   ALLOCATION           GROWTH             VALUE EQUITY
                                                                   SUB-ACCOUNT        SUB-ACCOUNT          SUB-ACCOUNT
                                                                 --------------     --------------       --------------
INVESTMENT INCOME:
  Dividend Income.............................................   $           80     $          368       $           17
  Capital gain distributions..................................              754                 90                   74
                                                                 --------------     --------------       --------------
     Total investment income (loss)...........................              834                458                   91
EXPENSES:
  Mortality and expense risk..................................              230                 94                  207
                                                                 --------------     --------------       --------------
     Net investment income (loss).............................              604                364                 (116)
                                                                 --------------     --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions.......              309                231                1,139
  Change in unrealized appreciation (depreciation)............           (1,214)            (3,734)              (5,832)
                                                                 --------------     --------------       --------------
     Net gain (loss) on investments...........................             (905)            (3,503)              (4,693)
                                                                 --------------     --------------       --------------
        Net increase (decrease) in equity accounts
        resulting from operations.............................   $         (301)    $       (3,139)      $       (4,809)
                                                                 ==============     ==============       ============== 
</TABLE>

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       49
<PAGE>

                       WRL SERIES LIFE ACCOUNT
                       STATEMENT OF OPERATIONS
        For the nine months or period ended September 30, 1998
                       All amounts in thousands
                             (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  INTERNATIONAL          U.S.             THIRD AVENUE
                                                                      EQUITY            EQUITY                VALUE
                                                                   SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT(a)
                                                                 --------------     --------------       ---------------
<S>                                                              <C>                <C>                  <C>           
INVESTMENT INCOME:
  Dividend Income.............................................   $            3     $           63       $            0
  Capital gain distributions..................................                0                 10                    0
                                                                 --------------     --------------       --------------
     Total investment income (loss)...........................                3                 73                    0
EXPENSES:
  Mortality and expense risk..................................               24                 46                   13
                                                                 --------------     --------------       --------------
     Net investment income (loss).............................              (21)                27                  (13)
                                                                 --------------     --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions.......              131                315                    8
  Change in unrealized appreciation (depreciation)............             (556)              (532)                (544)
                                                                 --------------     --------------       --------------
     Net gain (loss) on investments...........................             (425)              (217)                (536)
        Net increase (decrease) in equity accounts
        resulting from operations.............................   $         (446)    $         (190)      $         (549)
                                                                 ==============     ==============       ============== 
</TABLE>

                                                                  REAL ESTATE
                                                                  SECURITIES
                                                                 SUB-ACCOUNT(b)
                                                                ---------------
INVESTMENT INCOME:
  Dividend Income.............................................  $             0
  Capital gain distributions..................................                0
                                                                ---------------
     Total investment income (loss)...........................                0
EXPENSES:
  Mortality and expense risk..................................                2
                                                                ---------------
     Net investment income (loss).............................               (2)
                                                                ---------------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions......               (27)
  Change in unrealized appreciation (depreciation)..........                (73)
                                                                ---------------
     Net gain (loss) on investments...........................             (100)
                                                                ---------------
        Net increase (decrease) in equity accounts
        resulting from operations.............................  $          (102)
                                                                =============== 

(a) The inception date of this sub-account was January 2, 1998.
(b) The inception date of this sub-account was May 1, 1998.

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       50
<PAGE>
                   WRL SERIES LIFE ACCOUNT
              STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended
                   All amounts in thousands
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  MONEY MARKET                            BOND                   
                                                                  SUB-ACCOUNT                         SUB-ACCOUNT                
                                                        ------------------------------     --------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,       DECEMBER 31,      
                                                             1998             1997             1998                1997          
                                                        -------------     ------------     -------------       ------------      
<S>                                                     <C>               <C>              <C>                 <C>               
OPERATIONS: 
  Net investment income (loss)......................    $         657     $        639     $        (109)      $        661      
  Net gain (loss) on investments....................                0                0             2,005                418      
                                                        -------------     ------------     -------------       ------------      
  Net increase (decrease) in equity accounts
     resulting from operations......................              657              639             1,896              1,079      
                                                        -------------     ------------     -------------       ------------      
CAPITAL UNIT TRANSACTIONS:
  Proceeds from units sold (redeemed)...............           14,742            7,719             9,580              7,506      
                                                        -------------     ------------     -------------       ------------      
  Less cost of units redeemed:
     Administrative charges.........................            2,375            3,108             1,669              1,633      
     Policy loans...................................              782              687               386                428      
     Surrender benefits.............................              854              854               697                437      
     Death benefits.................................                8                9                47                 15      
                                                        -------------     ------------     -------------       ------------      
                                                                4,019            4,658             2,799              2,513      
                                                        -------------     ------------     -------------       ------------      
     Increase (decrease) in equity accounts
        from capital unit transactions..............           10,723            3,061             6,781              4,993      
                                                        -------------     ------------     -------------       ------------      
     Net increase (decrease) in equity accounts.....           11,380            3,700             8,677              6,072      
  Depositor's equity contribution (redemption)......                0                0                 0                  0      

NET ASSETS:
  Beginning of period...............................           16,440           12,740            17,657             11,585      
                                                        -------------     ------------     -------------       ------------      
  End of period.....................................    $      27,820     $     16,440     $      26,334       $     17,657    
                                                        =============     ============     =============       ============    
</TABLE>
<TABLE>
<CAPTION>
                                                                     GROWTH               
                                                                  SUB-ACCOUNT             
                                                        ------------------------------
                                                        SEPTEMBER 30,     DECEMBER 31,        
                                                            1998               1997            
                                                        -------------     ------------        
<S>                                                     <C>               <C>                 
OPERATIONS:                                                                                            
  Net investment income (loss)......................    $      1,814      $     44,206        
  Net gain (loss) on investments....................         119,329            15,238        
                                                        ------------      ------------        
  Net increase (decrease) in equity accounts                                                  
     resulting from operations......................         121,143            59,444        
                                                        ------------      ------------        
                                                                                                 
CAPITAL UNIT TRANSACTIONS:                                                                       
  Proceeds from units sold (redeemed)...............          96,915           106,236        
  Less cost of units redeemed:                                                                
                                                        ------------      ------------        
     Administrative charges.........................          32,989            37,231        
     Policy loans...................................          11,833            11,212        
     Surrender benefits.............................          15,859            15,746        
     Death benefits.................................           2,984               711        
                                                        ------------      ------------        
                                                              63,665            64,900        
                                                        ------------      ------------        
     Increase (decrease) in equity accounts                                                 
        from capital unit transactions..............          33,250            41,336        
                                                        ------------      ------------        
     Net increase (decrease) in equity accounts.....         154,393           100,780        
  Depositor's equity contribution (redemption)......               0                 0        
                                                                                                 
NET ASSETS:                                                                                      
  Beginning of period...............................         450,271           349,491   
                                                        ------------      ------------        
  End of period.....................................    $    604,664      $    450,271   
                                                        ============      ============   
</TABLE>

<TABLE>
<CAPTION>
                                                                                                      STRATEGIC
                                                                     GLOBAL                          TOTAL RETURN              
                                                                  SUB-ACCOUNT                         SUB-ACCOUNT                
                                                        ------------------------------     --------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,       DECEMBER 31,      
                                                             1998             1997             1998                1997          
                                                        -------------     ------------     -------------       ------------      
<S>                                                     <C>               <C>              <C>                 <C>             
OPERATIONS:                                                                                                                    
  Net investment income (loss)........................  $        (149)    $     15,859     $         262       $      6,101    
  Net gain (loss) on investments......................          7,109              805            (2,806)             6,521    
                                                        -------------     ------------     -------------       ------------    
  Net increase (decrease) in equity accounts
     resulting from operations........................          6,960           16,664            (2,544)            12,622    
                                                        -------------     ------------     -------------       ------------    
CAPITAL UNIT TRANSACTIONS:
  Proceeds from units sold (redeemed).................         51,521           64,272            18,671             22,072    
                                                        -------------     ------------     -------------       ------------    
  Less cost of units redeemed:
     Administrative charges...........................         14,090           12,590             5,653              6,025    
     Policy loans.....................................          3,714            2,948             1,550              1,624    
     Surrender benefits...............................          4,183            3,391             1,934              2,044    
     Death benefits...................................            541              149               266                148    
                                                        -------------     ------------     -------------       ------------    
                                                               22,528           19,078             9,403              9,841    
                                                        -------------     ------------     -------------       ------------    
     Increase (decrease) in equity accounts
        from capital unit transactions................         28,993           45,194             9,268             12,231    
                                                        -------------     ------------     -------------       ------------    
     Net increase (decrease) in equity accounts.......         35,953           61,858             6,724             24,853    
  Depositor's equity contribution (redemption)........              0                0                 0                  0    

NET ASSETS:
  Beginning of period.................................        145,017           83,159            80,753             55,900    
                                                        -------------     ------------     -------------       ------------    
  End of period.......................................  $     180,970     $    145,017     $      87,477       $     80,753    
                                                        =============     ============     =============       ============
</TABLE>
<TABLE>
<CAPTION>
                                                                EMERGING GROWTH               
                                                                  SUB-ACCOUNT             
                                                        ------------------------------
                                                        SEPTEMBER 30,     DECEMBER 31,        
                                                            1998               1997            
                                                        -------------     ------------        
<S>                                                     <C>               <C>          
OPERATIONS:                                                                                        
  Net investment income (loss)........................  $        (958)    $     13,841 
  Net gain (loss) on investments......................         10,281           10,932 
                                                        -------------     ------------ 
  Net increase (decrease) in equity accounts                                            
     resulting from operations........................          9,323           24,773 
                                                        -------------     ------------ 
CAPITAL UNIT TRANSACTIONS:                                                             
  Proceeds from units sold (redeemed).................         46,925           54,392 
                                                        -------------     ------------ 
  Less cost of units redeemed:                                                         
     Administrative charges...........................         14,342           14,518 
     Policy loans.....................................          3,920            3,692 
     Surrender benefits...............................          5,115            3,986 
     Death benefits...................................            274              192 
                                                        -------------     ------------ 
                                                               23,651           22,388 
                                                        -------------     ------------ 
     Increase (decrease) in equity accounts                                            
        from capital unit transactions................         23,274           32,004 
                                                        -------------     ------------ 
     Net increase (decrease) in equity accounts.......         32,597           56,777 
  Depositor's equity contribution (redemption)........              0                0 
                                                                                       
NET ASSETS:                                                                            
  Beginning of period.................................        164,702          107,925 
                                                        -------------     ------------ 
  End of period.......................................  $     197,299     $    164,702 
                                                        =============     ============ 
</TABLE>

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       51
<PAGE>


                   WRL SERIES LIFE ACCOUNT
              STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended
                   All amounts in thousands
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               AGGRESSIVE GROWTH                        BALANCED
                                                                  SUB-ACCOUNT                         SUB-ACCOUNT
                                                        ------------------------------     --------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,       DECEMBER 31,      
                                                             1998             1997             1998                1997          
                                                        -------------     ------------     -------------       ------------      
<S>                                                     <C>               <C>              <C>                 <C>             
OPERATIONS:
  Net investment income (loss)........................  $       1,553     $      7,795     $         (27)      $        992    
  Net gain (loss) on investments......................         11,536            6,524              (445)               226    
                                                        -------------     ------------     -------------       ------------    
  Net increase (decrease) in equity accounts
     resulting from operations........................         13,089           14,319              (472)             1,218    
                                                        -------------     ------------     -------------       ------------    
CAPITAL UNIT TRANSACTIONS:
  Proceeds from units sold (redeemed).................         36,460           40,282             4,174              4,373    
                                                        -------------     ------------     -------------       ------------    
  Less cost of units redeemed:
     Administrative charges...........................         10,156            9,888             1,025                958    
     Policy loans.....................................          2,585            1,926               230                179    
     Surrender benefits...............................          3,244            2,485               283                153    
     Death benefits...................................            204               58                10                  3    
                                                        -------------     ------------     -------------       ------------    
                                                               16,189           14,357             1,548              1,293    
                                                        -------------     ------------     -------------       ------------    
     Increase (decrease) in equity accounts
        from capital unit transactions................         20,271           25,925             2,626              3,080    
                                                        -------------     ------------     -------------       ------------    
     Net increase (decrease) in equity accounts.......         33,360           40,244             2,154              4,298    
  Depositor's equity contribution (redemption)........              0                0                 0                  0    

NET ASSETS:
  Beginning of period.................................         94,652           54,408            10,716              6,418    
                                                        -------------     ------------     -------------       ------------    
  End of period.......................................  $     128,012     $     94,652     $      12,870       $     10,716    
                                                        =============     ============     =============       ============    
</TABLE>
<TABLE>
<CAPTION>
   
                                                                GROWTH & INCOME             
                                                                  SUB-ACCOUNT               
                                                        ------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,      
                                                             1998             1997          
                                                        -------------     ------------      
<S>                                                     <C>               <C>         
OPERATIONS:                                           
  Net investment income (loss)........................  $         203     $      1,214
  Net gain (loss) on investments......................           (441)             283
                                                        -------------     ------------
  Net increase (decrease) in equity accounts                                          
     resulting from operations........................           (238)           1,497
                                                        -------------     ------------
CAPITAL UNIT TRANSACTIONS:                                                            
  Proceeds from units sold (redeemed).................          7,718            3,232
                                                        -------------     ------------
  Less cost of units redeemed:                                                        
     Administrative charges...........................          1,137              733
     Policy loans.....................................            163              163
     Surrender benefits...............................            328              260
     Death benefits...................................             69               11
                                                        -------------     ------------
                                                                1,697            1,167
                                                        -------------     ------------
     Increase (decrease) in equity accounts                                           
        from capital unit transactions................          6,021            2,065
                                                        -------------     ------------
     Net increase (decrease) in equity accounts.......          5,783            3,562
  Depositor's equity contribution (redemption)........              0                0
                                                                                      
NET ASSETS:                                                                           
  Beginning of period.................................          9,063            5,501
                                                        -------------     ------------
  End of period.......................................  $      14,846     $      9,063
                                                        =============     ============
    
</TABLE>
<TABLE>
<CAPTION>
                                                                TACTICAL ASSET
                                                                  ALLOCATION                        C.A.S.E. GROWTH     
                                                                  SUB-ACCOUNT                         SUB-ACCOUNT       
                                                        ------------------------------     --------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,       DECEMBER 31,      
                                                             1998             1997             1998                1997          
                                                        -------------     ------------     -------------       ------------      
<S>                                                     <C>               <C>              <C>                 <C>             
OPERATIONS:
  Net investment income (loss) .......................  $         604     $      1,913     $         364       $        994    
  Net gain (loss) on investments......................           (905)           1,362            (3,503)              (252)   
                                                        -------------     ------------     -------------       ------------    
  Net increase (decrease) in equity accounts
     resulting from operations........................           (301)           3,275            (3,139)               742    
                                                        -------------     ------------     -------------       ------------    
CAPITAL UNIT TRANSACTIONS:
  Proceeds from units sold (redeemed).................         11,086           11,386             6,509              8,029    
                                                        -------------     ------------     -------------       ------------    
  Less cost of units redeemed:
     Administrative charges...........................          2,498            2,219             1,726                970    
     Policy loans.....................................            589              463               413                146    
     Surrender benefits...............................            737              742               198                144    
     Death benefits...................................            159               60                60                  6    
                                                        -------------     ------------     -------------       ------------    
                                                                3,983            3,484             2,397              1,266    
                                                        -------------     ------------     -------------       ------------    
     Increase (decrease) in equity accounts
        from capital unit transactions................          7,103            7,902             4,112              6,763    
                                                        -------------     ------------     -------------       ------------    
     Net increase (decrease) in equity accounts.......          6,802           11,177               973              7,505    
  Depositor's equity contribution (redemption)........              0                0                 0                (25)   

NET ASSETS:
  Beginning of period.................................         29,123           17,946            11,946              4,466    
                                                        -------------     ------------     -------------       ------------    
  End of period.......................................  $      35,925     $     29,123     $      12,919       $     11,946    
                                                        =============     ============     =============       ============    
</TABLE>
<TABLE>
<CAPTION>
                                                                  VALUE EQUITY                  
                                                                  SUB-ACCOUNT                   
                                                        ------------------------------          
                                                        SEPTEMBER 30,     DECEMBER 31,          
                                                             1998             1997              
                                                        -------------     ------------          
<S>                                                     <C>               <C>          
OPERATIONS:                                            
  Net investment income (loss) .......................  $        (116)    $        183 
  Net gain (loss) on investments......................         (4,693)           3,038 
                                                        -------------     ------------ 
  Net increase (decrease) in equity accounts                                           
     resulting from operations........................         (4,809)           3,221 
                                                        -------------     ------------ 
CAPITAL UNIT TRANSACTIONS:                                                             
  Proceeds from units sold (redeemed).................          4,452           17,023 
                                                        -------------     ------------ 
  Less cost of units redeemed:                                                         
     Administrative charges...........................          2,108            1,257 
     Policy loans.....................................            349              542 
     Surrender benefits...............................            239              388 
     Death benefits...................................            150                0 
                                                        -------------     ------------ 
                                                                2,846            2,187 
                                                        -------------     ------------ 
     Increase (decrease) in equity accounts                                            
        from capital unit transactions................          1,606           14,836 
                                                        -------------     ------------ 
     Net increase (decrease) in equity accounts.......         (3,203)          18,057 
  Depositor's equity contribution (redemption)........              0             (230)
                                                                                       
NET ASSETS:                                                                            
  Beginning of period.................................         26,714            8,887 
                                                        -------------     ------------ 
  End of period.......................................  $      23,511     $     26,714 
                                                        =============     ============ 
</TABLE>

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       52
<PAGE>
                   WRL SERIES LIFE ACCOUNT
              STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended
                   All amounts in thousands
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   
                                                             INTERNATIONAL EQUITY                     U.S. EQUITY
                                                                  SUB-ACCOUNT                         SUB-ACCOUNT       
                                                        ------------------------------     --------------------------------      
                                                        SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,       DECEMBER 31,      
                                                             1998           1997(a)            1998              1997(a)       
                                                        -------------     ------------     -------------       ------------      
<S>                                                     <C>               <C>              <C>                 <C>             
OPERATIONS:
  Net investment income (loss)........................  $         (21)    $         (4)    $          27       $        107    
  Net gain (loss) on investments......................           (425)              31              (217)                96    
                                                        -------------     ------------     -------------       ------------    
  Net increase (decrease) in equity accounts
     resulting from operations........................           (446)              27              (190)               203    
                                                        -------------     ------------     -------------       ------------    
CAPITAL UNIT TRANSACTIONS:
  Proceeds from units sold (redeemed).................          2,931            2,458             6,705              3,208    
                                                        -------------     ------------     -------------       ------------    
  Less cost of units redeemed:
     Administrative charges...........................            291              117               522                 91    
     Policy loans.....................................            116               59                58                 56    
     Surrender benefits...............................             27               14                51                  9    
     Death benefits...................................            106                0                63                  0    
                                                        -------------     ------------     -------------       ------------    
                                                                  540              190               694                156    
                                                        -------------     ------------     -------------       ------------    
     Increase (decrease) in equity accounts
        from capital unit transactions................          2,391            2,268             6,011              3,052    
                                                        -------------     ------------     -------------       ------------    
     Net increase (decrease) in equity accounts.......          1,945            2,295             5,821              3,255    
  Depositor's equity contribution (redemption)........              0               (6)                0                  3    

NET ASSETS:
  Beginning of period.................................          2,289                0             3,258                  0    
                                                        -------------     ------------     -------------       ------------    
  End of period.......................................  $       4,234     $      2,289     $       9,079       $      3,258    
                                                        =============     ============     =============       ============    
    
</TABLE>
<TABLE>
<CAPTION>
                                                         THIRD AVENUE          REAL ESTATE
                                                            VALUE              SECURITIES
                                                         SUB-ACCOUNT           SUB-ACCOUNT       
                                                        -------------         -------------
                                                        SEPTEMBER 30,         SEPTEMNER 30,
                                                           1998(b)               1998(c)  
                                                        -------------         ------------
<S>                                                     <C>                   <C>            
OPERATIONS:                                           
  Net investment income (loss)........................  $         (13)        $         (2)  
  Net gain (loss) on investments......................           (536)                (100)  
                                                        -------------         ------------   
  Net increase (decrease) in equity accounts                                               
     resulting from operations........................           (549)                (102)  
                                                        -------------         ------------   
CAPITAL UNIT TRANSACTIONS:                                                               
  Proceeds from units sold (redeemed).................          2,675                  360   
                                                        -------------         ------------   
  Less cost of units redeemed:                                                           
     Administrative charges...........................             87                    2   
     Policy loans.....................................              8                    5   
     Surrender benefits...............................             16                    0   
     Death benefits...................................              0                    0   
                                                        -------------         ------------   
                                                                  111                    7   
                                                        -------------         ------------   
     Increase (decrease) in equity accounts                                              
        from capital unit transactions................          2,564                  353   
                                                        -------------         ------------   
     Net increase (decrease) in equity accounts.......          2,015                  251   
  Depositor's equity contribution (redemption)........            200                  400   
                                                                                         
NET ASSETS:                                                                              
  Beginning of period.................................              0                    0   
                                                        -------------         ------------   
  End of period.......................................  $       2,215         $        651   
                                                        =============         ============   
</TABLE>

(a) The inception date of this sub-account was January 2, 1997.
(b) The inception date of this sub-account was January 2, 1998.
(c) The inception date of this sub-account was May 1, 1998.

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       53
<PAGE>
                   WRL SERIES LIFE ACCOUNT
             SELECTED PER UNIT DATA AND RATIOS*
                For the year or period ended
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       MONEY MARKET SUB-ACCOUNT
                                                        ---------------------------------------------------------------------
                                                        SEPTEMBER 30,                        DECEMBER 31,
                                                        -------------    ----------------------------------------------------
                                                             1998             1997               1996                1995           
                                                        -------------    -------------      -------------       -------------       
<S>                                                     <C>              <C>                <C>                 <C>                 
Accumulation unit value, beginning of period..........  $       16.13    $       15.45      $       14.83       $       14.19       
  Income from operations:
    Net investment income (loss)......................           0.53             0.68               0.62                0.64       
    Net realized and unrealized gain (loss)
      on investments..................................           0.00             0.00               0.00                0.00       
                                                        -------------    -------------      -------------       -------------       
      Net income (loss) from operations...............           0.53             0.68               0.62                0.64       
                                                        -------------    -------------      -------------       -------------       
Accumulation unit value, end of period................  $       16.66    $       16.13      $       15.45       $       14.83       
                                                        =============    =============      =============       =============       
Total return (a)......................................           3.29%            4.37%              4.17%               4.49%      

Ratios and supplemental data:
  Net assets at end of period (in thousands)..........  $      27,820    $      16,440      $      12,740       $      10,759       
  Ratios of net investment income (loss)
    to average net assets (b).........................           4.30%            4.28%              4.07%               4.37%      
</TABLE>
<TABLE>
<CAPTION>
                                                               MONEY MARKET SUB-ACCOUNT
                                                        -----------------------------------  
                                                                    DECEMBER 31,
                                                        -----------------------------------  
                                                             1994                  1993 
                                                        -------------         -------------   
<S>                                                     <C>                   <C>             
Accumulation unit value, beginning of period..........  $       13.84         $       13.63   
  Income from operations:                                                                   
    Net investment income (loss)......................           0.35                  0.21   
    Net realized and unrealized gain (loss)                                                 
      on investments..................................           0.00                  0.00   
                                                        -------------         -------------   
      Net income (loss) from operations...............           0.35                  0.21   
                                                        -------------         -------------   
Accumulation unit value, end of period................  $       14.19         $       13.84   
                                                        =============         =============   
Total return (a)......................................           2.58%                 1.52%  

Ratios and supplemental data:                                                               
  Net assets at end of period (in thousands)..........  $       9,706         $       4,985    
  Ratios of net investment income (loss)                                                     
    to average net assets (b).........................           2.66%                 1.51%    
</TABLE>
<TABLE>
<CAPTION>
                                                                                          BOND SUB-ACCOUNT
                                                        ---------------------------------------------------------------------      -
                                                        SEPTEMBER 30,                        DECEMBER 31,
                                                        -------------    ----------------------------------------------------
                                                             1998             1997               1996                1995           
                                                        -------------    -------------      -------------       -------------       
<S>                                                     <C>              <C>                <C>                 <C>                 
Accumulation unit value, beginning of period..........  $       21.12    $       19.53      $       19.67       $       16.14    
  Income from operations:                                                                                                        
    Net investment income (loss)......................          (0.12)            1.01               0.99                1.05    
    Net realized and unrealized gain (loss)                                                                                      
      on investments..................................           2.03             0.58              (1.13)               2.48    
                                                        -------------    -------------      -------------       -------------    
      Net income (loss) from operations...............           1.91             1.59              (0.14)               3.53    
                                                        -------------    -------------      -------------       -------------    
Accumulation unit value, end of period................  $       23.03    $       21.12      $       19.53       $       19.67    
                                                        =============    =============      =============       =============    
Total return (a)......................................           9.01%            8.18%             (0.75)%             21.89%   

Ratios and supplemental data:                                                                                                    
  Net assets at end of period (in thousands).......... $       26,334    $      17,657      $      11,585       $      10,066    
  Ratios of net investment income (loss)                                                                                         
    to average net assets (b).........................          (0.71)%           5.06%              5.34%               5.80%   
</TABLE>
<TABLE>
<CAPTION>
                                                                 BOND SUB-ACCOUNT
                                                        -----------------------------------  
                                                                    DECEMBER 31,
                                                        -----------------------------------  
                                                             1994                  1993 
                                                        -------------         -------------   
<S>                                                     <C>                   <C>            
Accumulation unit value, beginning of period..........  $       17.50         $       15.57  
  Income from operations:                                                                     
    Net investment income (loss)......................           0.89                  2.11  
    Net realized and unrealized gain (loss)                                                   
      on investments..................................          (2.25)                (0.18)     
                                                        -------------         -------------  
      Net income (loss) from operations...............          (1.36)                 1.93      
                                                        -------------         -------------  
Accumulation unit value, end of period................  $       16.14         $       17.50  
                                                        =============         =============  
Total return (a)......................................          (7.77)%               12.40%     

Ratios and supplemental data:                                                                 
  Net assets at end of period (in thousands)..........  $       6,259         $       6,985      
  Ratios of net investment income (loss)                                                      
    to average net assets (b).........................           5.57%                12.92%     
</TABLE>
<TABLE>
<CAPTION>
                                                                                         GROWTH SUB-ACCOUNT
                                                        ---------------------------------------------------------------------      -
                                                        SEPTEMBER 30,                        DECEMBER 31,
                                                        -------------    ----------------------------------------------------
                                                             1998             1997               1996                1995           
                                                        -------------    -------------      -------------       -------------       
<S>                                                     <C>              <C>                <C>                 <C>             
Accumulation unit value, beginning of period........... $       56.48    $       48.48      $       41.47       $       28.44   
  Income from operations:                                                                                                       
    Net investment income (loss).......................          0.22             5.83               2.88                3.89   
    Net realized and unrealized gain (loss)                                                                                     
      on investments...................................         14.98             2.17               4.13                9.14   
                                                        -------------    -------------      -------------       -------------   
      Net income (loss) from operations................         15.20             8.00               7.01               13.03   
                                                        -------------    -------------      -------------       -------------   
Accumulation unit value, end of period................. $       71.68    $       56.48      $       48.48       $       41.47   
                                                        =============    =============      =============       =============   
Total return (a).......................................         26.92%           16.50%             16.91%              45.81%  

Ratios and supplemental data:                                                                                                   
  Net assets at end of period (in thousands)........... $     604,664    $     450,271      $     349,491       $     262,467   
  Ratios of net investment income (loss)                                                                                        
    to average net assets (b)..........................          0.43%           10.84%              6.41%              11.05%  
                                                      
</TABLE>
<TABLE>
<CAPTION>
                                                                 GROWTH SUB-ACCOUNT
                                                        -----------------------------------  
                                                                    DECEMBER 31,
                                                        -----------------------------------  
                                                             1994                  1993 
                                                        -------------         -------------   
<S>                                                     <C>                   <C>                
Accumulation unit value, beginning of period.........   $       31.30         $       30.37      
  Income from operations:                                                                        
    Net investment income (loss).....................            0.04                  0.46        
    Net realized and unrealized gain (loss)                                                      
      on investments.................................           (2.90)                 0.47        
                                                        -------------         -------------      
      Net income (loss) from operations..............           (2.86)                 0.93        
                                                        -------------         -------------      
Accumulation unit value, end of period...............   $       28.44         $       31.30      
                                                        =============         =============      
Total return (a).....................................           (9.13)%                3.06%       

Ratios and supplemental data:                                                                    
  Net assets at end of period (in thousands).........   $     161,490         $     169,757        
  Ratios of net investment income (loss)                                                         
    to average net assets (b)........................            0.16%                 1.56%       
</TABLE>

    THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       54
<PAGE>
                   WRL SERIES LIFE ACCOUNT
              SELECTED PER UNIT DATA AND RATIOS*
                 For the year or period ended
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                              GLOBAL SUB-ACCOUNT
                                                       ----------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                       --------------    ----------------------------------------------------------
                                                            1998            1997            1996              1995         1994(d)
                                                       --------------    -----------     -----------       ----------   -----------
<S>                                                    <C>               <C>             <C>               <C>          <C>        
Accumulation unit value, beginning of period........   $        17.80    $     15.13     $     11.95       $     9.80   $    10.00
  Income from operations:
     Net investment income (loss)...................            (0.02)          2.30            1.50             0.45         0.71
     Net realized and unrealized gain (loss)
        on investments..............................             1.25           0.37            1.68             1.70        (0.91)
                                                       --------------    -----------     -----------       ----------   -----------
        Total income (loss) from operations.........             1.23           2.67            3.18             2.15        (0.20)
                                                       --------------    -----------     -----------       ----------   -----------
Accumulation unit value, end of period..............   $        19.03    $     17.80     $     15.13       $    11.95   $     9.80
                                                       ==============    ===========     ===========       ==========   ===========
Total return (a)....................................             6.89%         17.69%          26.60%           21.96%       (2.02)%

Ratios and supplemental data:
  Net assets at end of period (in thousands)........   $      180,970    $   145,017     $    83,159       $   37,049   $   21,672
  Ratios of net investment income (loss)
     to average net assets (b)......................            (0.11)%        13.39%          11.09%            4.25%        8.86%
</TABLE>
<TABLE>
<CAPTION>
                                                                                       STRAGEIC TOTAL RETURN SUB-ACCOUNT
                                                        ---------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                        -------------    ----------------------------------------------------------
                                                             1998           1997            1996              1995         1994   
                                                        -------------    -----------     -----------       ----------   ----------
<S>                                                     <C>              <C>             <C>               <C>          <C>         
Accumulation unit value, beginning of period........    $       18.91    $     15.66     $     13.74       $    11.12   $    11.28  
  Income from operations:                                                                                                           
     Net investment income (loss)...................             0.06           1.56            0.82             0.68         0.18  
     Net realized and unrealized gain (loss)                                                                                        
        on investments..............................            (0.56)          1.69            1.10             1.94        (0.34) 
                                                        -------------    -----------     -----------       ----------   ----------  
        Total income (loss) from operations.........            (0.50)          3.25            1.92             2.62        (0.16) 
                                                        -------------    -----------     -----------       ----------   ----------  
Accumulation unit value, end of period..............    $       18.41    $     18.91     $     15.66       $    13.74   $    11.12  
                                                        =============    ===========     ===========       ==========   ==========  
Total return (a)....................................            (2.63)%        20.77%          13.97%           23.55%       (1.42)%

Ratios and supplemental data:                                                                                                       
  Net assets at end of period (in thousands)........    $      87,477    $    80,753    $     55,900       $   39,648   $   23,649  
  Ratios of net investment income (loss)                                                                                            
     to average net assets (b)......................             0.39%          8.89%           5.76%            5.47%        1.93% 
                                                        
</TABLE>
                                                        STRATEGIC TOTAL RETURN 
                                                             SUB-ACCOUNT       
                                                        ---------------------- 
                                                             DECEMBER 31,      
                                                        ---------------------- 
                                                               1993(c) 
                                                        ---------------------- 
Accumulation unit value, beginning of period........    $                10.00 
  Income from operations:                                                      
     Net investment income (loss)...................                      0.19 
     Net realized and unrealized gain (loss)                                   
        on investments..............................                      1.09 
                                                        ---------------------- 
        Total income (loss) from operations.........                      1.28 
                                                        ---------------------- 
Accumulation unit value, end of period..............    $                11.28 
                                                        ====================== 
Total return (a)....................................                     12.81%

Ratios and supplemental data:                                                  
  Net assets at end of period (in thousands)........    $               13,343 
  Ratios of net investment income (loss)                                       
     to average net assets (b)......................                      2.27%

<TABLE>
<CAPTION>
                                                                                         EMERGING GROWTH SUB-ACCOUNT
                                                        ---------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                        -------------    ----------------------------------------------------------
                                                             1998           1997            1996              1995         1994   
                                                        -------------    -----------     -----------       ----------   ----------
<S>                                                     <C>              <C>             <C>               <C>          <C>        
Accumulation unit value, beginning of period........    $       23.48    $     19.51     $     16.56       $    11.38   $    12.40 
  Income from operations:                                                                                                          
     Net investment income (loss)...................            (0.13)          2.20            0.82             0.65        (0.09)
     Net realized and unrealized gain (loss)                                                                                       
        on investments..............................             1.64           1.77            2.13             4.53        (0.93)
                                                        -------------    -----------     -----------       ----------   ---------- 
        Total income (loss) from operations.........             1.51           3.97            2.95             5.18        (1.02)
                                                        -------------    -----------     -----------       ----------   ---------- 
Accumulation unit value, end of period..............    $       24.99    $     23.48     $     19.51       $    16.56   $    11.38 
                                                        =============    ===========     ===========       ==========   ========== 
Total return (a)....................................             6.41%         20.37%          17.82%           45.49%       (8.18)%

Ratios and supplemental data:                                                                                                      
  Net assets at end of period (in thousands)........    $     197,299    $     64,702    $   107,925       $   67,905   $   36,687 
  Ratios of net investment income (loss)                                                                                          
     to average net assets (b)......................            (0.65)%         10.18%          4.51%            4.66%       (0.86)%
                                                        
</TABLE>

                                                           EMERGING GROWTH
                                                             SUB-ACCOUNT       
                                                        ---------------------- 
                                                             DECEMBER 31,      
                                                        ---------------------- 
                                                               1993(c) 
                                                        ---------------------- 
Accumulation unit value, beginning of period........    $                10.00
  Income from operations:                                                      
     Net investment income (loss)...................                     (0.09)
     Net realized and unrealized gain (loss)                                   
        on investments..............................                      2.49 
                                                        ----------------------
        Total income (loss) from operations.........                      2.40 
                                                        ----------------------
Accumulation unit value, end of period..............    $                12.40 
                                                        ====================== 
Total return (a)....................................                     23.96%

Ratios and supplemental data:                                                  
  Net assets at end of period (in thousands)........    $               18,620 
  Ratios of net investment income (loss)                                       
     to average net assets (b)......................                     (0.92)%

THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       55
<PAGE>
                   WRL SERIES LIFE ACCOUNT
              SELECTED PER UNIT DATA AND RATIOS*
                 For the year or period ended
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        AGGRESSIVE GROWTH SUB-ACCOUNT
                                                        ---------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                        -------------    ----------------------------------------------------------
                                                             1998           1997            1996              1995        1994(d)
                                                        -------------    -----------     -----------       ----------   ----------
<S>                                                     <C>              <C>             <C>               <C>          <C>       
Accumulation unit value, beginning of period.........   $       18.10    $     14.70     $     13.43       $     9.82   $    10.00
  Income from operations:                           
     Net investment income (loss)....................            0.28           1.75            0.36             0.37        (0.06)
     Net realized and unrealized gain (loss)        
        on investments...............................            2.29           1.65            0.91             3.24        (0.12)
                                                        -------------    -----------     -----------       ----------   ----------
        Total income (loss) from operations..........            2.57           3.40            1.27             3.61        (0.18)
                                                        -------------    -----------     -----------       ----------   ----------
Accumulation unit value, end of period...............   $       20.67    $     18.10     $     14.70       $    13.43   $     9.82
                                                        =============    ===========     ===========       ==========   ==========
Total return (a).....................................           14.23%         23.14%           9.46%           36.79%       (1.85)%

Ratios and supplemental data:                       
  Net assets at end of period (in thousands).........   $     128,012    $    94,652     $    54,408       $   32,904   $    8,909
  Ratios of net investment income (loss)            
     to average net assets (b).......................            1.72%         10.26%           2.65%            2.93%       (0.72)%
</TABLE>
<TABLE>
<CAPTION>
                                                                                             BALANCED SUB-ACCOUNT
                                                        ---------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                        -------------    ----------------------------------------------------------
                                                             1998           1997            1996              1995        1994(d)
                                                        -------------    -----------     -----------       ----------   ----------
<S>                                                     <C>              <C>             <C>               <C>          <C>       
Accumulation unit value, beginning of period..........  $       14.17    $     12.21     $     11.13       $     9.37   $    10.00
  Income from operations:                            
     Net investment income (loss).....................          (0.03)          1.55            0.36             0.37         0.22
     Net realized and unrealized gain (loss)         
        on investments................................          (0.44)          0.41            0.72             1.39        (0.85)
                                                        -------------    -----------     -----------       ----------   ----------
        Total income (loss) from operations...........          (0.47)          1.96            1.08             1.76        (0.63)
                                                        -------------    -----------     -----------       ----------   ----------
Accumulation unit value, end of period................  $       13.70    $     14.17     $     12.21      $     11.13  $      9.37
                                                        =============    ===========     ===========      ===========  ===========
Total return (a)......................................          (3.30)%        16.06%           9.73%           18.73%       (6.29)%

Ratios and supplemental data:                        
  Net assets at end of period (in thousands)..........  $      12,870    $    10,716     $     6,418      $     3,795  $     2,145
  Ratios of net investment income (loss)             
     to average net assets (b)........................          (0.29)%        11.62%           3.18%            3.59%        3.06%
</TABLE>
<TABLE>
<CAPTION>
   
                                                                                        GROWTH & INCOME SUB-ACCOUNT
                                                        ---------------------------------------------------------------------------
                                                        SEPTEMBER 30,                            DECEMBER 31,
                                                        -------------    ----------------------------------------------------------
                                                             1998           1997            1996              1995        1994(d)
                                                        -------------    -----------     -----------       ----------   ----------
<S>                                                     <C>              <C>             <C>               <C>          <C>       
Accumulation unit value, beginning of period........... $       16.09    $     13.03     $     11.77       $     9.49   $    10.00
  Income from operations:                             
     Net investment income (loss)......................          0.26          .2.61            0.76             0.49         0.29
     Net realized and unrealized gain (loss)          
        on investments.................................         (0.54)          0.45            0.50             1.79        (0.80)
                                                        -------------    -----------     -----------       ----------   ----------
        Total income (loss) from operations............         (0.28)          3.06            1.26             2.28        (0.51)
                                                        -------------    -----------     -----------       ----------   ----------
Accumulation unit value, end of period................. $       15.81    $     16.09    $      13.03      $     11.77  $      9.49
                                                        =============    ===========    ============      ===========  ===========
Total return (a).......................................         (1.79)%        23.54%          10.64%           24.14%       (5.15)%

Ratios and supplemental data:                         
  Net assets at end of period (in thousands)........... $      14,846    $     9,063    $      5,501      $     2,631  $     1,215
  Ratios of net investment income (loss)              
     to average net assets (b).........................          2.15%         18.50%           6.38%            4.57%        3.71%
    
</TABLE>
      THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       56
<PAGE>
                   WRL SERIES LIFE ACCOUNT
              SELECTED PER UNIT DATA AND RATIOS*
                 For the year or period ended
                         (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     TACTICAL ASSET ALLOCATION SUB-ACCOUNT
                                                        -------------------------------------------------------------
                                                        SEPTEMBER 30,                   DECEMBER 31,
                                                        -------------    --------------------------------------------
                                                             1998           1997            1996             1995(e) 
                                                        -------------    -----------     -----------       ---------- 
<S>                                                     <C>              <C>             <C>               <C>       
Accumulation unit value, beginning of period..........  $       15.60    $     13.50     $     11.90       $    10.00
  Income from operations:                              
     Net investment income (loss).....................           0.29           1.20            0.53             0.61
     Net realized and unrealized gain (loss)           
        on investments................................          (0.29)          0.90            1.07             1.29
                                                        -------------    -----------     -----------       ----------
        Total income (loss) from operations...........           0.00           2.10            1.60             1.90
                                                        -------------    -----------     -----------       ----------
Accumulation unit value, end of period................  $       15.60    $     15.60     $     13.50       $    11.90
                                                        =============    ===========     ===========       ==========
Total return (a)......................................           0.03%         15.55%          13.40%           19.03%

Ratios and supplemental data:                          
  Net assets at end of period (in thousands)..........  $      35,925    $    29,123     $    17,946       $    9,446
  Ratios of net investment income (loss)               
     to average net assets (b)........................           2.34%          8.14%           4.35%            5.47%
</TABLE>
<TABLE>
<CAPTION>
                                                                 C.A.S.E. GROWTH SUB-ACCOUNT
                                                        -------------------------------------------
                                                        SEPTEMBER 30,           DECEMBER 31,
                                                        -------------    --------------------------
                                                             1998           1997           1996(f) 
                                                        -------------    -----------     ----------
<S>                                                     <C>              <C>             <C>        
Accumulation unit value, beginning of period..          $       12.32    $     10.81     $    10.00
  Income from operations:
     Net investment income (loss).............                   0.32           1.51           0.37
     Net realized and unrealized gain (loss)
        on investments........................                  (2.73)          0.00           0.44
                                                        -------------    -----------     ----------
        Total income (loss) from operations...                  (2.41)          1.51           0.81
                                                        -------------    -----------     ----------
Accumulation unit value, end of period........          $        9.91    $     12.32     $    10.81
                                                        =============    ===========     ==========
Total return (a)..............................                 (19.60)%        14.00%          8.09%

Ratios and supplemental data:
  Net assets at end of period (in thousands)            $      12,919    $    11,946     $    4,466
  Ratios of net investment income (loss)
     to average net assets (b)................                   3.46%         12.65%          6.11%
</TABLE>
<TABLE>
<CAPTION>
                                                                  VALUE EQUITY SUB-ACCOUNT
                                                        -------------------------------------------
                                                        SEPTEMBER 30,           DECEMBER 31,
                                                        -------------    --------------------------
                                                             1998           1997           1996(f) 
                                                        -------------    -----------     ----------
<S>                                                     <C>              <C>             <C>       
Accumulation unit value, beginning of period...         $       13.94    $     11.25     $    10.00
  Income from operations:                     
     Net investment income (loss)..............                 (0.05)          0.14           0.05
     Net realized and unrealized gain (loss)  
        on investments.........................                 (1.82)          2.55           1.20
                                                        -------------    -----------     ----------
        Total income (loss) from operations....                 (1.87)          2.69           1.25
                                                        -------------    -----------     ----------
Accumulation unit value, end of period.........         $       12.07    $     13.94     $    11.25
                                                        =============    ===========     ==========
Total return (a)...............................                (13.46)%        23.93%         12.51%

Ratios and supplemental data:                 
  Net assets at end of period (in thousands)            $      23,511    $    26,714     $    8,887
  Ratios of net investment income (loss)      
     to average net assets (b).................                 (0.50)%         1.05%          0.77%
</TABLE>

      THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       57
<PAGE>
                     WRL SERIES LIFE ACCOUNT
                SELECTED PER UNIT DATA AND RATIOS*
                   For the year or period ended
                           (unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         INTERNATIONAL EQUITY
                                                              SUB-ACCOUNT
                                                  ----------------------------------
                                                  SEPTEMBER 30,         DECEMBER 31,
                                                       1998               1997 (g)
                                                  -------------         ------------
<S>                                               <C>                   <C>         
Accumulation unit value, beginning of period...   $       10.65         $     10.00
  Income from operations:                      
     Net investment income (loss)...............          (0.07)              (0.03)
     Net realized and unrealized gain (loss)   
        on investments.........................           (0.32)               0.68
                                                  -------------         -----------
        Total income (loss) from operations....           (0.39)               0.65
                                                  -------------         -----------
Accumulation unit value, end of period.........   $       10.26         $     10.65
                                                  =============         ===========
Total return (a)...............................           (3.69)%              6.54%

Ratios and supplemental data:                  
  Net assets at end of period (in thousands)      $       4,234         $     2,289
  Ratios of net investment income (loss)       
     to average net assets (b).................           (0.77)%             (0.28)%
</TABLE>
<TABLE>
<CAPTION>
                                                              U.S. EQUITY
                                                              SUB-ACCOUNT
                                                  ----------------------------------
                                                  SEPTEMBER 30,         DECEMBER 31,
                                                       1998               1997 (g)
                                                  -------------         ------------
<S>                                               <C>                   <C>         
Accumulation unit value, beginning of period...   $       12.59         $      10.00
  Income from operations:                       
     Net investment income (loss)..............            0.05                 0.99
     Net realized and unrealized gain (loss)    
        on investments.........................            0.21                 1.60
                                                  -------------         ------------
        Total income (loss) from operations....            0.26                 2.59
                                                  -------------         ------------
Accumulation unit value, end of period.........   $       12.85         $      12.59
                                                  =============         ============
Total return (a)...............................            2.06%               25.89% 

Ratios and supplemental data:                   
  Net assets at end of period (in thousands)      $       9,079         $      3,258
  Ratios of net investment income (loss)        
     to average net assets (b).................            0.51%                8.28% 
</TABLE>
<TABLE>
<CAPTION>
   
                                                  THIRD AVENUE          REAL ESTATE
                                                      VALUE             SECURITIES
                                                   SUB-ACCOUNT          SUB-ACCOUNT
                                                  -------------         -------------
                                                  SEPTEMBER 30,         SEPTEMBER 30,
                                                     1998(h)              1998 (i)
                                                  -------------         -------------
<S>                                               <C>                   <C>         
Accumulation unit value, beginning of period...   $       10.00         $      10.00
  Income from operations:                      
     Net investment income (loss)...............          (0.06)               (0.03)
     Net realized and unrealized gain (loss)   
        on investments.........................           (2.09)               (1.36)
                                                  -------------         ------------
        Total income (loss) from operations....           (2.15)               (1.39) 
                                                  -------------         ------------
Accumulation unit value, end of period.........   $        7.85         $       8.61
                                                  =============         ============
                                               
Total return (a)...............................          (21.47)%             (13.86)%

Ratios and supplemental data:                  
  Net assets at end of period (in thousands)      $       2,215         $        651
  Ratios of net investment income (loss)       
     to average net assets (b).................           (0.88)%              (0.50)% 
    
</TABLE>

*    The above tables illustrate the change for a unit outstanding computed
     using average units outstanding throughout each period. See Notes to
     Selected Per Unit Data and Ratios.

     NOTE TO SELECTED PER UNIT DATA AND RATIOS
     (a) For periods less than one year, the total return is not annualized.
     (b) For periods less than one year, the ratio of net investment income to
         average net assets is annualized.
     (c) The inception date of this Sub-Account was March 1, 1993.
     (d) The inception date of this Sub-Account was March 1, 1994.
     (e) The inception date of this Sub-Account was January 3, 1995.
     (f) The inception date of this Sub-Account was May 1, 1996.
     (g) The inception date of this Sub-Account was January 2, 1997.
     (h) The inception date of this Sub-Account was January 2, 1998.
     (i) The inception date of this Sub-Account was May 1, 1998.

      THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.

                                       58
<PAGE>

WRL SERIES LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
- -------------------------------------------------------------------

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 sixteen investment options referred to as sub-accounts. Each
    sub-account invests in the corresponding Portfolio of the WRL Series Fund,
    Inc. (collectively referred to as the "Fund" and individually as a
    "Portfolio"), a registered management investment company under the
    Investment Company Act of 1940, as amended.

    The Fund has entered into annually renewable investment advisory agreements
    for each Portfolio with WRL Investment Management, Inc. ("WRL Management")
    as investment adviser. Costs incurred in connection with the advisory
    services rendered by WRL Management are paid by each Portfolio. WRL
    Management has entered into sub-advisory agreements with various management
    companies, some of which are affiliates of WRL. Each sub-adviser is
    compensated directly by WRL Management.

    On January 2, 1998 and May 1, 1998, WRL made initial contributions totaling
    $600,000 to the Life Account. The respective amounts of the contributions
    and units received are as follows:

      SUB-ACCOUNT              CONTRIBUTION       UNITS
      -----------              ------------       -----
      Third Avenue Value        $ 200,000        20,000.0
      Real Estate Securities    $ 400,000        40,000.0

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

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

    A. VALUATION OF INVESTMENTS AND SECURITIES TRANSACTIONS

    Investments in the Fund's shares are stated at the closing net asset value
    ("NAV") per share as determined by the Fund. Investment transactions are
    accounted for on the trade date at the Fund NAV next determined after
    receipt of sale or redemption orders without sales charges. Dividend income
    and capital gains 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 

                                       59
<PAGE>

    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.

    C. ESTIMATES

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


NOTE 2. CHARGES AND DEDUCTIONS

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

    A. POLICY CHARGES

    Under some forms of the Policies, a sales charge and premium taxes are
    deducted by WRL prior to allocation of policyowner payments to the
    sub-accounts. Thereafter, monthly administrative and cost of insurance
    charges are deducted from the sub-accounts. Contingent surrender charges
    also apply.

    Under the other forms of the Policies, such "front-end" and other
    administrative charges are 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
    is assessed to compensate WRL for assumption of mortality and expense risks
    and administrative services in connection with issuance and administration
    of the Policies. This charge (not assessed at the individual contract level)
    effectively reduces the value of a unit outstanding during the year.


NOTE 3. DIVIDENDS AND DISTRIBUTIONS

      Dividends of the Money Market Portfolio are declared daily and reinvested
      monthly. Dividends of the remaining Portfolios are typically declared and
      reinvested semi-annually, while capital gains distributions are declared
      and reinvested annually. Dividends and distributions of the Fund are
      recorded on the ex-date and generally are paid to and reinvested by the
      Life Account on the next business day after the ex-date. Dividends are not
      declared by the Life Account, since the increase in the value of the
      underlying investment in the Fund is reflected daily in the unit price
      used to calculate the equity value within the Life Account. Consequently,
      a dividend distribution by the underlying Fund does not change either the
      unit price or equity values within the Life Account.

                                       60
<PAGE>


NOTE 4. SECURITIES TRANSACTIONS
- -------------------------------
       Securities transactions are summarized as follows:
       For the period ended September 30, 1998 (in thousands)

                                     MONEY MARKET      BOND        GROWTH
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------   -----------
Purchase of long-term securities       $43,044       $11,151       $52,127
Proceeds from sales of long-term        31,816         4,429        16,706
securities

                                                 STRATEGIC TOTAL  EMERGING
                                        GLOBAL       RETURN        GROWTH
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------   -----------
Purchase of long-term securities       $36,766       $11,908       $29,251
Proceeds from sales of long-term         7,700         2,292         6,810
securities

                                      AGGRESSIVE                   GROWTH &
                                       GROWTH        BALANCED      INCOME
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------   -----------
Purchase of long-term securities       $26,763       $ 3,336       $ 8,600
Proceeds from sales of long-term         4,748           723         2,335
securities

                                   TACTICAL ASSET   C.A.S.E.     VALUE
                                     ALLOCATION      GROWTH      EQUITY
                                     SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT
                                   -------------- -----------  -----------
Purchase of long-term securities       $9,232       $6,168       $9,199
Proceeds from sales of long-term        1,323        1,659        7,644
securities

                                    INTERNATIONAL     U.S.     THIRD AVENUE
                                       EQUITY       EQUITY        VALUE
                                     SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT(a)
                                    ------------- -----------  --------------
                                                                            
Purchase of long-term securities       $4,256       $8,741       $3,376
Proceeds from sales of long-term        1,879        2,715          642
 securities

                                       REAL
                                      ESTATE
                                     SECURITIES
                                    SUB-ACCOUNT(b)
                                    --------------
Purchase of long-term securities       $933
Proceeds from sales of long-term        182
 securities


(a) The inception date of this sub-account was January 2, 1998. 
(b) The inception date of this sub-account was May 1, 1998.

                                       61
<PAGE>


NOTE 5. EQUITY TRANSACTIONS
- ---------------------------
       For the period ended September 30, 1998 (in thousands)

                                     MONEY MARKET       BOND        GROWTH
                                      SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     ------------   -----------   -----------
Units balance -beginning of year         1,019           836         7,972
Units issued                             8,644           777         2,204
Units redeemed                           7,993           469         1,741
                                         -----         -----         -----
Units balance - end of period            1,670         1,144         8,435
                                         =====         =====         =====


                                                  STRATEGIC TOTAL  EMERGING
                                         GLOBAL       RETURN        GROWTH
                                      SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                      -----------   -----------   -----------
Units balance -beginning of year         8,145         4,270         7,013
Units issued                             4,079         1,498         3,035  
Units redeemed                           2,715         1,017         2,153  
Units balance - end of period            -----         -----         -----  
                                         9,509         4,751         7,895  
                                         =====         =====         =====  
                                         


                                       AGGRESSIVE                    GROWTH &
                                        GROWTH         BALANCED      INCOME
                                      SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                                      -----------    -----------   -----------
Units balance -beginning of year         5,230           756           563
Units issued                             2,789           446           779
Units redeemed                           1,826           263           403
                                         -----         -----         -----
Units balance - end of period            6,193           939           939
                                         =====         =====         =====


                                     TACTICAL ASSET   C.A.S.E.      VALUE
                                       ALLOCATION      GROWTH       EQUITY
                                      SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT
                                     --------------  -----------  -----------
Units balance -beginning of year         1,867           969         1,916
Units issued                             1,078           946         1,395
Units redeemed                             642           611         1,363
                                         -----         -----         -----
Units balance - end of period            2,303         1,304         1,948
                                         =====         =====         =====


                                    INTERNATIONAL      U.S.      THIRD AVENUE
                                       EQUITY        EQUITY         VALUE
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT(a)
                                    -------------  -----------   --------------
Units balance -beginning of year          215          259           N/A
Units issued                              530          908           419
Units redeemed                            332          460           137
                                          ---          ---           ---
Units balance - end of period             413          707           282
                                          ===          ===           ===

                                       62
<PAGE>


                                     REAL ESTATE
                                     SECURITIES
                                     SUB-ACCOUNT(b)
                                     --------------
Units balance -beginning of year         N/A
Units issued                             98
Units redeemed                           22
                                         --
Units balance - end of period            76
                                         ==

(a) The inception date of this sub-account was January 2, 1998. 
(b) The inception date of this sub-account was May 1, 1998.


NOTE 6. OTHER MATTERS
    At September 30, 1998, the equity accounts included net unrealized
    appreciation (depreciation) on investments as follows (in thousands):

          SUB-ACCOUNT
          -----------
          Money Market                            $    N/A
          Bond                                       1,950
          Growth                                   200,350
          Global                                    13,069
          Strategic Total Return                    10,240
          Emerging Growth                           38,300
          Aggressive Growth                         18,545
          Balanced                                      41
          Growth & Income                             (249)
          Tactical Asset Allocation                  1,275
          C.A.S.E. Growth                           (3,969)
          Value Equity                              (2,654)
          International Equity                        (659)
          U.S. Equity                                 (517)
          Third Avenue Value                          (544)
          Real Estate Securities                       (73)


                                       63

<PAGE>


                            WRL SERIES LIFE ACCOUNT

                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of Western Reserve Life Assurance Co. of Ohio and
Policy Owners 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 each of the Sub-Accounts
constituting 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, 1997, 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 30, 1998

                                       64
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
At December 31, 1997
All amounts (except unit value, units and shares) in thousands

<TABLE>
<CAPTION>
                                               Money Market           Bond              Growth
                                               Sub-Account        Sub-Account        Sub-Account
<S>                                        <C>                 <C>               <C>
ASSETS:
 Investments
  Investment in WRL Series Fund, Inc.:
   Shares ................................         16,381,111         1,581,226          12,215,272
                                            =================   ===============   =================
   Cost ..................................  $          16,381   $        17,287   $         359,253
                                            =================   ===============   =================
  Investments at net asset value .........  $          16,381   $        17,618   $         450,062
  Accrued transfers from depositor .......                 59                39                 209
                                            -----------------   ---------------   -----------------
   Total assets ..........................             16,440            17,657             450,271
                                            -----------------   ---------------   -----------------
LIABILITIES: .............................                  0                 0                   0
                                            -----------------   ---------------   -----------------
   Net assets ............................  $          16,440   $        17,657   $         450,271
                                            =================   ===============   =================
EQUITY ACCOUNTS:
 Policy Owners' equity:
   Units .................................   1,019,515.089795    835,870.193630    7,972,011.504966
                                            =================   ===============   =================
   Unit value ............................  $       16.125159   $     21.123535   $       56.481417
                                            =================   ===============   =================
   Policy Owners' equity .................  $          16,440   $        17,657   $         450,271
                                            -----------------   ---------------   -----------------
 Depositor's equity:
   Units .................................                N/A               N/A                 N/A
                                            =================   ===============   =================
   Unit value ............................  $             N/A   $           N/A   $             N/A
                                            =================   ===============   =================
   Depositor's equity ....................  $             N/A   $           N/A   $             N/A
                                            -----------------   ---------------   -----------------
   Total equity ..........................  $          16,440   $        17,657   $         450,271
                                            =================   ===============   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                     Strategic
                                                   Global           Total Return      Emerging Growth    Aggressive Growth
                                                Sub-Account       Sub-Account (a)       Sub-Account         Sub-Account
<S>                                         <C>                 <C>                 <C>                 <C>
 ASSETS:
  Investments
   Investment in WRL Series Fund, Inc.:
    Shares ................................          7,604,927           5,163,177           8,082,693           5,890,842
                                             =================   =================   =================   =================
    Cost ..................................  $         135,839   $          66,903   $         133,448   $          85,485
                                             =================   =================   =================   =================
   Investments at net asset value .........  $         144,823   $          80,673   $         164,625   $          94,517
   Accrued transfers from depositor .......                194                  80                  77                 135
                                             -----------------   -----------------   -----------------   -----------------
    Total assets ..........................            145,017              80,753             164,702              94,652
                                             -----------------   -----------------   -----------------   -----------------
 LIABILITIES: .............................                  0                   0                   0                   0
                                             -----------------   -----------------   -----------------   -----------------
    Net assets ............................  $         145,017   $          80,753   $         164,702   $          94,652
                                             =================   =================   =================   =================
 EQUITY ACCOUNTS:
  Policy Owners' equity:
    Units .................................   8,144,902.999720    4,270,324.925754    7,013,376.822852    5,230,271.098013
                                             =================   =================   =================   =================
    Unit value ............................  $       17.804656   $       18.910375   $       23.484030   $       18.096966
                                             =================   =================   =================   =================
    Policy Owners' equity .................  $         145,017   $          80,753   $         164,702   $          94,652
                                             -----------------   -----------------   -----------------   -----------------
  Depositor's equity:
    Units .................................                N/A                 N/A                 N/A                 N/A
                                             =================   =================   =================   =================
    Unit value ............................  $             N/A   $             N/A   $             N/A   $             N/A
                                             =================   =================   =================   =================
    Depositor's equity ....................  $             N/A   $             N/A   $             N/A   $             N/A
                                             -----------------   -----------------   -----------------   -----------------
    Total equity ..........................  $         145,017   $          80,753   $         164,702   $          94,652
                                             =================   =================   =================   =================
</TABLE>

                                       65
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
At December 31, 1997
All amounts (except unit value, units and shares) in thousands


<TABLE>
<CAPTION>
                                                                        Growth &          Tactical Asset
                                                    Balanced             Income             Allocation
                                                  Sub-Account       Sub-Account (b)        Sub-Account
<S>                                            <C>                 <C>                 <C>
ASSETS:
 Investments
  Investment in WRL Series Fund, Inc.:
   Shares ..................................            891,005             718,410             2,124,794
                                                ===============     ===============     =================
   Cost ....................................    $        10,023     $         8,540     $          26,436
                                                ===============     ===============     =================
  Investments at net asset value ...........    $        10,700     $         9,022     $          28,925
  Accrued transfers from depositor .........                 16                  41                   198
                                                ---------------     ---------------     -----------------
   Total assets ............................             10,716               9,063                29,123
                                                ---------------     ---------------     -----------------
LIABILITIES: ...............................                  0                   0                     0
                                                ---------------     ---------------     -----------------
   Net assets ..............................    $        10,716     $         9,063     $          29,123
                                                ===============     ===============     =================
EQUITY ACCOUNTS:
 Policy Owners' equity:
   Units ...................................     756,353.665747      563,129.649597      1,867,261.033017
                                                ===============     ===============     =================
   Unit value ..............................    $     14.168361     $     16.093919     $       15.596453
                                                ===============     ===============     =================
   Policy Owners' equity ...................    $        10,716     $         9,063     $          29,123
                                                ---------------     ---------------     -----------------
 Depositor's equity:
   Units ...................................                N/A                 N/A                   N/A
                                                ===============     ===============     =================
   Unit value ..............................    $           N/A     $           N/A     $             N/A
                                                ===============     ===============     =================
   Depositor's equity ......................    $           N/A     $           N/A     $             N/A
                                                ---------------     ---------------     -----------------
   Total equity ............................    $        10,716     $         9,063     $          29,123
                                                ===============     ===============     =================
</TABLE>


<TABLE>
<CAPTION>
                                              C.A.S.E. Growth      Value Equity     International Equity     U.S. Equity
                                                Sub-Account        Sub-Account         Sub-Account (c)     Sub-Account (c)
<S>                                          <C>               <C>                 <C>                    <C>
ASSETS:
 Investments
  Investment in WRL Series Fund, Inc.:
   Shares ..................................          851,094           1,916,676              213,262             265,402
                                              ===============   =================      ===============     ===============
   Cost ....................................  $        12,159   $          23,473      $         2,386     $         3,232
                                              ===============   =================      ===============     ===============
  Investments at net asset value ...........  $        11,924   $          26,651      $         2,283     $         3,247
  Accrued transfers from depositor .........               22                  63                    6                  11
                                              ---------------   -----------------      ---------------     ---------------
  Total assets .............................           11,946              26,714                2,289               3,258
                                              ---------------   -----------------      ---------------     ---------------
LIABILITIES: ...............................                0                   0                    0                   0
                                              ---------------   -----------------      ---------------     ---------------
   Net assets ..............................  $        11,946   $          26,714      $         2,289     $         3,258
                                              ===============   =================      ===============     ===============
EQUITY ACCOUNTS:
 Policy Owners' equity:
   Units ...................................   969,379.081066    1,915,887.724063       214,889.042226      258,812.833059
                                              ===============   =================      ===============     ===============
   Unit value ..............................  $     12.322854   $       13.943236      $     10.654082     $     12.588589
                                              ===============   =================      ===============     ===============
   Policy Owners' equity ...................  $        11,946   $          26,714      $         2,289     $         3,258
                                              ---------------   -----------------      ---------------     ---------------
 Depositor's equity:
   Units ...................................              N/A                 N/A                  N/A                 N/A
                                              ===============   =================      ===============     ===============
   Unit value ..............................  $           N/A   $             N/A      $           N/A     $           N/A
                                              ===============   =================      ===============     ===============
   Depositor's equity ......................  $           N/A   $             N/A      $           N/A     $           N/A
                                              ---------------   -----------------      ---------------     ---------------
   Total equity ............................  $        11,946   $          26,714      $         2,289     $         3,258
                                              ===============   =================      ===============     ===============
<FN>
- ----------

(a) Prior to May 1, 1997, this sub-account was known as Equity-Income.
(b) Prior to May 1, 1997, this sub-account was known as Utility.
(c) The inception date of this sub-account was January 2, 1997.
</FN>
</TABLE>

                                       66

<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENT OF OPERATIONS
For the year ended December 31, 1997
All amounts in thousands

<TABLE>
<CAPTION>
                                                                                Money Market       Bond        Growth
                                                                                 Sub-Account   Sub-Account   Sub-Account
<S>                                                                            <C>            <C>           <C>
INVESTMENT INCOME:
 Dividend income .............................................................      $ 772        $   778      $  3,046
 Capital gain distributions ..................................................          0              0        44,809
                                                                                    -----        -------      --------
                                                                                      772            778        47,855
EXPENSES:
 Mortality and expense risk ..................................................        133            117         3,649
                                                                                    -----        -------      --------
  Net investment income (loss) ...............................................        639            661        44,206
                                                                                    -----        -------      --------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from securities transactions ......................          0           (191)        5,459
  Change in unrealized appreciation (depreciation) ...........................          0            609         9,779
                                                                                    -----        -------      --------
   Net gain (loss) on investments ............................................          0            418        15,238
                                                                                    -----        -------      --------
    Net increase (decrease) in equity accounts resulting from operations .....      $ 639        $ 1,079      $ 59,444
                                                                                    =====        =======      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                               Global
                                                                            Sub-Account
<S>                                                                        <C>
 INVESTMENT INCOME:
  Dividend income ........................................................   $  8,033
  Capital gain distributions .............................................      8,885
                                                                             --------
                                                                               16,918
 EXPENSES:
  Mortality and expense risk .............................................      1,059
                                                                             --------
   Net investment income (loss) ..........................................     15,859
                                                                             --------
 NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
   Net realized gain (loss) from securities transactions .................        910
   Change in unrealized appreciation (depreciation) ......................       (105)
                                                                             --------
    Net gain (loss) on investments .......................................        805
                                                                             --------
     Net increase (decrease) in equity accounts resulting from operations    $ 16,664
                                                                             ========

<CAPTION>
                                                                               Strategic        Emerging    Aggressive
                                                                              Total Return       Growth       Growth
                                                                            Sub-Account (a)   Sub-Account   Sub-Account
<S>                                                                        <C>               <C>           <C>
 INVESTMENT INCOME:
  Dividend income ........................................................      $  1,894        $      0     $  2,430
  Capital gain distributions .............................................         4,821          15,057        6,045
                                                                                --------        --------     --------
                                                                                   6,715          15,057        8,475
 EXPENSES:
  Mortality and expense risk .............................................           614           1,216          680
                                                                                --------        --------     --------
   Net investment income (loss) ..........................................         6,101          13,841        7,795
                                                                                --------        --------     --------
 NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
   Net realized gain (loss) from securities transactions .................           484           2,278        1,053
   Change in unrealized appreciation (depreciation) ......................         6,037           8,654        5,471
                                                                                --------        --------     --------
    Net gain (loss) on investments .......................................         6,521          10,932        6,524
                                                                                --------        --------     --------
     Net increase (decrease) in equity accounts resulting from operations       $ 12,622        $ 24,773     $ 14,319
                                                                                ========        ========     ========
</TABLE>

                                       67
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENT OF OPERATIONS
For the year ended December 31, 1997
All amounts in thousands


<TABLE>
<CAPTION>
                                                                                             Growth &      Tactical Asset
                                                                             Balanced         Income         Allocation
                                                                           Sub-Account   Sub-Account (b)    Sub-Account
<S>                                                                       <C>           <C>               <C>
INVESTMENT INCOME:
 Dividend income ........................................................    $   548         $   670          $ 1,051
 Capital gain distributions .............................................        521             603            1,072
                                                                             -------         -------          -------
                                                                               1,069           1,273            2,123
EXPENSES:
 Mortality and expense risk .............................................         77              59              210
                                                                             -------         -------          -------
  Net investment income (loss) ..........................................        992           1,214            1,913
                                                                             -------         -------          -------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from securities transactions .................        114             137              339
  Change in unrealized appreciation (depreciation) ......................        112             146            1,023
                                                                             -------         -------          -------
   Net gain (loss) on investments .......................................        226             283            1,362
                                                                             -------         -------          -------
    Net increase (decrease) in equity accounts resulting from operations     $ 1,218         $ 1,497          $ 3,275
                                                                             =======         =======          =======
</TABLE>


<TABLE>
<CAPTION>
                                                                           C.A.S.E. Growth   Value Equity
                                                                             Sub-Account      Sub-Account
<S>                                                                       <C>               <C>
INVESTMENT INCOME:
 Dividend income ........................................................      $   979          $   292
 Capital gain distributions .............................................           85               46
                                                                               -------          -------
                                                                                 1,064              338
EXPENSES:
 Mortality and expense risk .............................................           70              155
                                                                               -------          -------
  Net investment income (loss) ..........................................          994              183
                                                                               -------          -------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from securities transactions .................          205              393
  Change in unrealized appreciation (depreciation) ......................         (457)           2,645
                                                                               -------          -------
   Net gain (loss) on investments .......................................         (252)           3,038
                                                                               -------          -------
    Net increase (decrease) in equity accounts resulting from operations       $   742          $ 3,221
                                                                               =======          =======

<CAPTION>
                                                                            International         U.S.
                                                                                Equity           Equity
                                                                           Sub-Account (c)   Sub-Account (c)
<S>                                                                       <C>               <C>
INVESTMENT INCOME:
 Dividend income ........................................................      $    10            $ 108
 Capital gain distributions .............................................            0               11
                                                                               -------            -----
                                                                                    10              119
EXPENSES:
 Mortality and expense risk .............................................           14               12
                                                                               -------            -----
  Net investment income (loss) ..........................................           (4)             107
                                                                               --------           -----
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from securities transactions .................          134               81
  Change in unrealized appreciation (depreciation) ......................         (103)              15
                                                                               -------            -----
   Net gain (loss) on investments .......................................           31               96
                                                                               -------            -----
    Net increase (decrease) in equity accounts resulting from operations       $    27            $ 203
                                                                               =======            =====
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Equity-Income.
(b) Prior to May 1, 1997, this sub-account was known as Utility.
(c) The inception date of this sub-account was January 2, 1997.

                                       68
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
For the year ended
All amounts in thousands


<TABLE>
<CAPTION>
                                                                  Money Market                 Bond
                                                                   Sub-Account             Sub-Account
                                                                   December 31             December 31
                                                             ----------------------- ------------------------
                                                                 1997        1996        1997        1996
                                                             ----------- ----------- ----------- ------------
<S>                                                          <C>         <C>         <C>         <C>
OPERATIONS:
  Net investment income (loss) .............................  $    639    $    491    $    661     $    553
  Net gain (loss) on investments ...........................         0           0         418         (614)
                                                              --------    --------    --------     --------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................       639         491       1,079          (61)
                                                              --------    --------    --------     --------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................     7,719       5,217       7,506        3,452
                                                              --------    --------    --------     --------
  Less cost of units redeemed:
   Administrative charges ..................................     3,108       2,639       1,633        1,314
   Policy loans ............................................       687         286         428          191
   Surrender benefits ......................................       854         776         437          339
   Death benefits ..........................................         9          26          15           28
                                                              --------    --------    --------     --------
                                                                 4,658       3,727       2,513        1,872
                                                              --------    --------    --------     --------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................     3,061       1,490       4,993        1,580
                                                              --------    --------    --------     --------
   Net increase (decrease) in equity accounts ..............     3,700       1,981       6,072        1,519
  Depositor's equity contribution (net redemption) .........         0           0           0            0
EQUITY ACCOUNTS:
  Beginning of period ......................................    12,740      10,759      11,585       10,066
                                                              --------    --------    --------     --------
  End of period ............................................  $ 16,440    $ 12,740    $ 17,657     $ 11,585
                                                              ========    ========    ========     ========
<CAPTION>
                                                                      Growth
                                                                    Sub-Account
                                                                    December 31
                                                             -------------------------
                                                                 1997         1996
                                                             ------------ ------------
<S>                                                          <C>          <C>
OPERATIONS:
  Net investment income (loss) .............................  $  44,206    $  19,310
  Net gain (loss) on investments ...........................     15,238       26,919
                                                              ---------    ---------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................     59,444       46,229
                                                              ---------    ---------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................    106,236       91,556
                                                              ---------    ---------
  Less cost of units redeemed:
   Administrative charges ..................................     37,231       29,331
   Policy loans ............................................     11,212        8,443
   Surrender benefits ......................................     15,746       12,386
   Death benefits ..........................................        711          601
                                                              ---------    ---------
                                                                 64,900       50,761
                                                              ---------    ---------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................     41,336       40,795
                                                              ---------    ---------
   Net increase (decrease) in equity accounts ..............    100,780       87,024
  Depositor's equity contribution (net redemption) .........          0            0
EQUITY ACCOUNTS:
  Beginning of period ......................................    349,491      262,467
                                                              ---------    ---------
  End of period ............................................  $ 450,271    $ 349,491
                                                              =========    =========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                     Strategic
                                                                         Global                    Total Return
                                                                       Sub-Account                Sub-Account (a)
                                                                       December 31                  December 31
                                                               ---------------------------   -------------------------
                                                                   1997           1996           1997          1996
                                                               ------------   ------------   -----------   -----------
<S>                                                            <C>            <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss) .............................    $  15,859       $  6,524      $  6,101      $  2,646
  Net gain (loss) on investments ...........................          805          6,374         6,521         3,636
                                                                ---------       --------      --------      --------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................       16,664         12,898        12,622         6,282
                                                                ---------       --------      --------      --------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................       64,272         43,697        22,072        16,832
                                                                ---------       --------      --------      --------
  Less cost of units redeemed:
   Administrative charges ..................................       12,590          6,463         6,025         4,528
   Policy loans ............................................        2,948          1,466         1,624           921
   Surrender benefits ......................................        3,391          2,226         2,044         1,301
   Death benefits ..........................................          149             62           148           112
                                                                ---------       --------      --------      --------
                                                                   19,078         10,217         9,841         6,862
                                                                ---------       --------      --------      --------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................       45,194         33,480        12,231         9,970
                                                                ---------       --------      --------      --------
   Net increase (decrease) in equity accounts ..............       61,858         46,378        24,853        16,252
  Depositor's equity contribution (net redemption) .........            0           (268)            0             0
EQUITY ACCOUNTS:
  Beginning of period ......................................       83,159         37,049        55,900        39,648
                                                                ---------       --------      --------      --------
  End of period ............................................    $ 145,017       $ 83,159      $ 80,753      $ 55,900
                                                                =========       ========      ========      ========
</TABLE>

                                       69

<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
For the year ended
All amounts in thousands


<TABLE>
<CAPTION>
                                                                  Emerging Growth
                                                                    Sub-Account
                                                                    December 31
                                                             -------------------------
                                                                 1997         1996
                                                             ------------ ------------
<S>                                                          <C>          <C>
OPERATIONS:
  Net investment income (loss) .............................  $  13,841    $   3,935
  Net gain (loss) on investments ...........................     10,932        9,284
                                                              ---------    ---------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................     24,773       13,219
                                                              ---------    ---------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................     54,392       40,944
                                                              ---------    ---------
  Less cost of units redeemed:
   Administrative charges ..................................     14,518        9,201
   Policy loans ............................................      3,692        2,096
   Surrender benefits ......................................      3,986        2,754
   Death benefits ..........................................        192           92
                                                              ---------    ---------
                                                                 22,388       14,143
                                                              ---------    ---------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................     32,004       26,801
                                                              ---------    ---------
   Net increase (decrease) in equity accounts ..............     56,777       40,020
  Depositor's equity contribution (net redemption) .........          0            0
EQUITY ACCOUNTS:
  Beginning of period ......................................    107,925       67,905
                                                              ---------    ---------
  End of period ............................................  $ 164,702    $ 107,925
                                                              =========    =========
<CAPTION>
                                                                Aggressive Growth           Balanced
                                                                   Sub-Account             Sub-Account
                                                                   December 31             December 31
                                                             ----------------------- -----------------------
                                                                 1997        1996        1997        1996
                                                             ----------- ----------- ----------- -----------
<S>                                                          <C>         <C>         <C>         <C>
OPERATIONS:
  Net investment income (loss) .............................  $  7,795    $  1,139    $    992     $   154
  Net gain (loss) on investments ...........................     6,524       2,797         226         341
                                                              --------    --------    --------     -------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................    14,319       3,936       1,218         495
                                                              --------    --------    --------     -------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................    40,282      26,224       4,373       3,090
                                                              --------    --------    --------     -------
  Less cost of units redeemed:
   Administrative charges ..................................     9,888       6,413         958         575
   Policy loans ............................................     1,926         863         179          78
   Surrender benefits ......................................     2,485       1,350         153          85
   Death benefits ..........................................        58          30           3           4
                                                              --------    --------    --------     -------
                                                                14,357       8,656       1,293         742
                                                              --------    --------    --------     -------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................    25,925      17,568       3,080       2,348
                                                              --------    --------    --------     -------
   Net increase (decrease) in equity accounts ..............    40,244      21,504       4,298       2,843
  Depositor's equity contribution (net redemption) .........         0           0           0        (220)
EQUITY ACCOUNTS:
  Beginning of period ......................................    54,408      32,904       6,418       3,795
                                                              --------    --------    --------     -------
  End of period ............................................  $ 94,652    $ 54,408    $ 10,716     $ 6,418
                                                              ========    ========    ========     =======
</TABLE>
<TABLE>
<CAPTION>
                                                                   Growth &            Tactical Asset
                                                                    Income               Allocation
                                                                Sub-Account (b)          Sub-Account
                                                                  December 31            December 31
                                                             --------------------- -----------------------
                                                                1997       1996        1997        1996
                                                             --------- ----------- ----------- -----------
<S>                                                          <C>       <C>         <C>         <C>
OPERATIONS:
  Net investment income (loss) .............................  $ 1,214    $   246    $  1,913    $    584
  Net gain (loss) on investments ...........................      283        210       1,362       1,179
                                                              -------    -------    --------    --------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................    1,497        456       3,275       1,763
                                                              -------    -------    --------    --------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................    3,232      3,245      11,386       9,062
                                                              -------    -------    --------    --------
  Less cost of units redeemed:
   Administrative charges ..................................      733        440       2,219       1,135
   Policy loans ............................................      163         73         463         306
   Surrender benefits ......................................      260         82         742         866
   Death benefits ..........................................       11          3          60          18
                                                              -------    -------    --------    --------
                                                                1,167        598       3,484       2,325
                                                              -------    -------    --------    --------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................    2,065      2,647       7,902       6,737
                                                              -------    -------    --------    --------
   Net increase (decrease) in equity accounts ..............    3,562      3,103      11,177       8,500
  Depositor's equity contribution (net redemption) .........        0       (233)          0           0
EQUITY ACCOUNTS:
  Beginning of period ......................................    5,501      2,631      17,946       9,446
                                                              -------    -------    --------    --------
  End of period ............................................  $ 9,063    $ 5,501    $ 29,123    $ 17,946
                                                              =======    =======    ========    ========
<CAPTION>
                                                                 C.A.S.E. Growth
                                                                   Sub-Account
                                                                   December 31
                                                             -----------------------
                                                                 1997        1996
                                                             ------------ ----------
<S>                                                          <C>          <C>
OPERATIONS:
  Net investment income (loss) .............................   $    994    $    70
  Net gain (loss) on investments ...........................       (252)       228
                                                               --------    -------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................        742        298
                                                               --------    -------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................      8,029      4,302
                                                               --------    -------
  Less cost of units redeemed:
   Administrative charges ..................................        970        140
   Policy loans ............................................        146          7
   Surrender benefits ......................................        144         12
   Death benefits ..........................................          6          0
                                                               --------    -------
                                                                  1,266        159
                                                               --------    -------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................      6,763      4,143
                                                               --------    -------
   Net increase (decrease) in equity accounts ..............      7,505      4,441
  Depositor's equity contribution (net redemption) .........        (25)        25
EQUITY ACCOUNTS:
  Beginning of period ......................................      4,466          0
                                                               --------    -------
  End of period ............................................   $ 11,946    $ 4,466
                                                               ========    =======
</TABLE>

                                       70

<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
For the year ended
All amounts in thousands


<TABLE>
<CAPTION>
                                                                     Value Equity
                                                                     Sub-Account
                                                                     December 31
                                                               ------------------------
                                                                   1997        1996 (c)
                                                               ------------   ---------
<S>                                                            <C>            <C>
OPERATIONS:
  Net investment income (loss) .............................     $    183      $    19
  Net gain (loss) on investments ...........................        3,038          603
                                                                 --------      -------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................        3,221          622
                                                                 --------      -------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................       17,023        8,292
                                                                 --------      -------
  Less cost of units redeemed:
   Administrative charges ..................................        1,257          153
   Policy loans ............................................          542           36
   Surrender benefits ......................................          388           38
   Death benefits ..........................................            0            0
                                                                 --------      -------
                                                                    2,187          227
                                                                 --------      -------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................       14,836        8,065
                                                                 --------      -------
   Net increase (decrease) in equity accounts ..............       18,057        8,687
  Depositor's equity contribution (net redemption) .........         (230)         200
EQUITY ACCOUNTS:
  Beginning of period ......................................        8,887            0
                                                                 --------      -------
  End of period ............................................     $ 26,714      $ 8,887
                                                                 ========      =======
</TABLE>
<TABLE>
<CAPTION>
                                                                International        U.S.
                                                                    Equity          Equity
                                                                 Sub-Account      Sub-Account
                                                                 December 31      December 31
                                                                   1997 (d)        1997 (d)
                                                               ---------------   ------------
<S>                                                            <C>               <C>
OPERATIONS:
  Net investment income (loss) .............................       $    (4)         $   107
  Net gain (loss) on investments ...........................            31               96
                                                                   -------          -------
  Net increase (decrease) in equity accounts resulting
   from operations .........................................            27              203
                                                                   -------          -------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ......................         2,458            3,208
                                                                   -------          -------
  Less cost of units redeemed:
   Administrative charges ..................................           117               91
   Policy loans ............................................            59               56
   Surrender benefits ......................................            14                9
   Death benefits ..........................................             0                0
                                                                   -------          -------
                                                                       190              156
                                                                   -------          -------
   Increase (decrease) in equity accounts from capital
    unit transactions ......................................         2,268            3,052
                                                                   -------          -------
   Net increase (decrease) in equity accounts ..............         2,295            3,255
  Depositor's equity contribution (net redemption) .........            (6)               3
EQUITY ACCOUNTS:
  Beginning of period ......................................             0                0
                                                                   -------          -------
  End of period ............................................       $ 2,289          $ 3,258
                                                                   =======          =======
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Equity-Income.
(b) Prior to May 1, 1997, this sub-account was known as Utility.
(c) The inception date of this sub-account was May 1, 1996.
(d) The inception date of this sub-account was January 2, 1997.

                                       71
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                       Money Market Sub-Account
                                                                              December 31
                                                                       -------------------------
                                                                           1997         1996
                                                                       ------------ ------------
<S>                                                                    <C>          <C>
Accumulation unit value, beginning of period .........................   $  15.45     $  14.83
 Income from operations:
  Net investment income (loss) .......................................       0.68         0.62
  Net realized and unrealized gain (loss) on investments .............       0.00         0.00
                                                                         --------     --------
   Total income (loss) from operations ...............................       0.68         0.62
                                                                         --------     --------
Accumulation unit value, end of period ...............................   $  16.13     $  15.45
                                                                         ========     ========
Total return (a) .....................................................       4.37%        4.17%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 16,440     $ 12,740
 Ratios of net investment income (loss) to average net assets (b) ....       4.28%        4.07%

<CAPTION>
                                                                             Money Market Sub-Account
                                                                                   December 31
                                                                       ------------------------------------
                                                                           1995         1994        1993
                                                                       ------------ ----------- -----------
<S>                                                                    <C>          <C>         <C>
Accumulation unit value, beginning of period .........................   $  14.19     $ 13.84     $ 13.63
 Income from operations:
  Net investment income (loss) .......................................       0.64        0.35        0.21
  Net realized and unrealized gain (loss) on investments .............       0.00        0.00        0.00
                                                                         --------     -------     -------
   Total income (loss) from operations ...............................       0.64        0.35        0.21
                                                                         --------     -------     -------
Accumulation unit value, end of period ...............................   $  14.83     $ 14.19     $ 13.84
                                                                         ========     =======     =======
Total return (a) .....................................................       4.49%       2.58%       1.52%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 10,759     $ 9,706     $ 4,985
 Ratios of net investment income (loss) to average net assets (b) ....       4.37%       2.66%       1.51%
</TABLE>
<TABLE>
<CAPTION>
                                                                           Bond Sub-Account
                                                                              December 31
                                                                       -------------------------
                                                                           1997         1996
                                                                       ------------ ------------
<S>                                                                    <C>          <C>
Accumulation unit value, beginning of period .........................   $  19.53     $ 19.67
 Income from operations:
  Net investment income (loss) .......................................       1.01        0.99
  Net realized and unrealized gain (loss) on investments .............       0.58       (1.13)
                                                                         --------     -------
   Total income (loss) from operations ...............................       1.59       (0.14)
                                                                         --------     -------
Accumulation unit value, end of period ...............................   $  21.12     $ 19.53
                                                                         ========     =======
Total return (a) .....................................................       8.18%      (0.75%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 17,657     $ 11,585
 Ratios of net investment income (loss) to average net assets (b) ....       5.06%       5.34%

<CAPTION>
                                                                                Bond Sub-Account
                                                                                  December 31
                                                                       ----------------------------------
                                                                           1995        1994        1993
                                                                       ----------- ------------ ---------
<S>                                                                    <C>         <C>          <C>
Accumulation unit value, beginning of period .........................   $ 16.14     $  17.50    $ 15.57
 Income from operations:
  Net investment income (loss) .......................................      1.05         0.89       2.11
  Net realized and unrealized gain (loss) on investments .............      2.48        (2.25)     (0.18)
                                                                         -------     --------    -------
   Total income (loss) from operations ...............................      3.53        (1.36)      1.93
                                                                         -------     --------    -------
Accumulation unit value, end of period ...............................   $ 19.67     $  16.14    $ 17.50
                                                                         =======     ========    =======
Total return (a) .....................................................     21.89%       (7.77%)    12.40%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $10,066     $  6,259    $ 6,985
 Ratios of net investment income (loss) to average net assets (b) ....      5.80%        5.57%     12.92%
</TABLE>
<TABLE>
<CAPTION>
                                                                           Growth Sub-Account
                                                                               December 31
                                                                       ---------------------------
                                                                            1997          1996
                                                                       ------------- -------------
<S>                                                                    <C>           <C>
Accumulation unit value, beginning of period .........................   $   48.48     $   41.47
 Income from operations:
  Net investment income (loss) .......................................        5.83          2.88
  Net realized and unrealized gain (loss) on investments .............        2.17          4.13
                                                                         ---------     ---------
   Total income (loss) from operations ...............................        8.00          7.01
                                                                         ---------     ---------
Accumulation unit value, end of period ...............................   $   56.48     $   48.48
                                                                         =========     =========
Total return (a) .....................................................       16.50%        16.91%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 450,271     $ 349,491
 Ratios of net investment income (loss) to average net assets (b) ....       10.84%         6.41%

<CAPTION>
                                                                                   Growth Sub-Account
                                                                                      December 31
                                                                       ------------------------------------------
                                                                            1995          1994           1993
                                                                       ------------- -------------- -------------
<S>                                                                    <C>           <C>            <C>
Accumulation unit value, beginning of period .........................   $   28.44      $  31.30      $   30.37
 Income from operations:
  Net investment income (loss) .......................................        3.89          0.04           0.46
  Net realized and unrealized gain (loss) on investments .............        9.14         (2.90)          0.47
                                                                         ---------      --------      ---------
   Total income (loss) from operations ...............................       13.03         (2.86)          0.93
                                                                         ---------      --------      ---------
Accumulation unit value, end of period ...............................   $   41.47      $  28.44      $   31.30
                                                                         =========      ========      =========
Total return (a) .....................................................       45.81%        (9.13%)         3.06%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 262,467      $ 161,490     $ 169,757
 Ratios of net investment income (loss) to average net assets (b) ....       11.05%         0.16%          1.56%
</TABLE>

                                       72
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>
                                                                                       Global Sub-Account
                                                                                          December 31
                                                                       --------------------------------------------------
                                                                            1997         1996        1995      1994 (d)
                                                                       ------------- ----------- ----------- ------------
<S>                                                                    <C>           <C>         <C>         <C>
Accumulation unit value, beginning of period .........................   $   15.13     $ 11.95     $  9.80     $ 10.00
 Income from operations:
  Net investment income (loss) .......................................        2.30        1.50        0.45        0.71
  Net realized and unrealized gain (loss) on investments .............        0.37        1.68        1.70       (0.91)
                                                                         ---------     -------     -------     -------
   Total income (loss) from operations ...............................        2.67        3.18        2.15       (0.20)
                                                                         ---------     -------     -------     -------
Accumulation unit value, end of period ...............................   $   17.80     $ 15.13     $ 11.95     $  9.80
                                                                         =========     =======     =======     =======
Total return (a) .....................................................       17.69%      26.60%      21.96%      (2.02%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 145,017     $83,159     $37,049     $ 21,672
 Ratios of net investment income (loss) to average net assets (b) ....       13.39%      11.09%       4.25%       8.86%
</TABLE>
<TABLE>
<CAPTION>
                                                                       Strategic Total Return
                                                                           Sub-Account (h)
                                                                             December 31
                                                                       -----------------------
                                                                           1997        1996
                                                                       ----------- -----------
<S>                                                                    <C>         <C>
Accumulation unit value, beginning of period .........................   $ 15.66     $ 13.74
 Income from operations:
  Net investment income (loss) .......................................      1.56        0.82
  Net realized and unrealized gain (loss) on investments .............      1.69        1.10
                                                                         -------     -------
   Total income (loss) from operations ...............................      3.25        1.92
                                                                         -------     -------
Accumulation unit value, end of period ...............................   $ 18.91     $ 15.66
                                                                         =======     =======
Total return (a) .....................................................     20.77%      13.97%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $80,753     $55,900
 Ratios of net investment income (loss) to average net assets (b) ....      8.89%       5.76%

<CAPTION>
                                                                        Strategic Total Return Sub-Account
                                                                                 Sub-Account (h)
                                                                                   December 31
                                                                       ------------------------------------
                                                                           1995        1994       1993 (c)
                                                                       ----------- ------------ -----------
<S>                                                                    <C>         <C>          <C>
Accumulation unit value, beginning of period .........................   $ 11.12     $ 11.28      $ 10.00
 Income from operations:
  Net investment income (loss) .......................................      0.68        0.18         0.19
  Net realized and unrealized gain (loss) on investments .............      1.94       (0.34)        1.09
                                                                         -------     -------      -------
   Total income (loss) from operations ...............................      2.62       (0.16)        1.28
                                                                         -------     -------      -------
Accumulation unit value, end of period ...............................   $ 13.74     $ 11.12      $ 11.28
                                                                         =======     =======      =======
Total return (a) .....................................................     23.55%      (1.42%)      12.81%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $39,648     $23,649      $13,343
 Ratios of net investment income (loss) to average net assets (b) ....      5.47%       1.93%        2.27%
</TABLE>
<TABLE>
<CAPTION>
                                                                       Emerging Growth Sub-Account
                                                                               December 31
                                                                       ---------------------------
                                                                            1997          1996
                                                                       ------------- -------------
<S>                                                                    <C>           <C>
Accumulation unit value, beginning of period .........................   $   19.51     $   16.56
 Income from operations:
  Net investment income (loss) .......................................        2.20          0.82
  Net realized and unrealized gain (loss) on investments .............        1.77          2.13
                                                                         ---------     ---------
   Total income (loss) from operations ...............................        3.97          2.95
                                                                         ---------     ---------
Accumulation unit value, end of period ...............................   $   23.48     $   19.51
                                                                         =========     =========
Total return (a) .....................................................       20.37%        17.82%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $ 164,702     $ 107,925
 Ratios of net investment income (loss) to average net assets (b) ....       10.18%         4.51%

<CAPTION>
                                                                           Emerging Growth Sub-Account
                                                                                   December 31
                                                                       ------------------------------------
                                                                           1995        1994       1993 (c)
                                                                       ----------- ------------ -----------
<S>                                                                    <C>         <C>          <C>
Accumulation unit value, beginning of period .........................   $ 11.38     $ 12.40      $ 10.00
 Income from operations:
  Net investment income (loss) .......................................      0.65       (0.09)       (0.09)
  Net realized and unrealized gain (loss) on investments .............      4.53       (0.93)        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 (a) .....................................................     45.49%      (8.18%)      23.96%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................   $67,905     $36,687      $18,620
 Ratios of net investment income (loss) to average net assets (b) ....      4.66%      (0.86%)      (0.92%)
</TABLE>

                                       73
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>
                                                                                     Aggressive Growth Sub-Account
                                                                                              December 31
                                                                         ------------------------------------------------------
                                                                             1997          1996          1995        1994 (d)
                                                                         -----------   -----------   -----------   ------------
<S>                                                                      <C>           <C>           <C>           <C>
Accumulation unit value, beginning of period .........................     $ 14.70       $ 13.43       $  9.82       $ 10.00
 Income from operations:
  Net investment income (loss) .......................................        1.75          0.36          0.37         (0.06)
  Net realized and unrealized gain (loss) on investments .............        1.65          0.91          3.24         (0.12)
                                                                           -------       -------       -------       -------
   Total income (loss) from operations ...............................        3.40          1.27          3.61         (0.18)
                                                                           -------       -------       -------       -------
Accumulation unit value, end of period ...............................     $ 18.10       $ 14.70       $ 13.43       $  9.82
                                                                           =======       =======       =======       =======
Total return (a) .....................................................       23.14%         9.46%        36.79%        (1.85%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................     $94,652       $54,408       $32,904       $ 8,909
 Ratios of net investment income (loss) to average net assets (b) ....       10.26%         2.65%         2.93%        (0.72%)
</TABLE>
<TABLE>
<CAPTION>
                                                                                          Balanced Sub-Account
                                                                                              December 31
                                                                         ------------------------------------------------------
                                                                             1997          1996          1995        1994 (d)
                                                                         -----------   -----------   -----------   ------------
<S>                                                                      <C>           <C>           <C>           <C>
Accumulation unit value, beginning of period .........................     $ 12.21       $ 11.13      $   9.37       $ 10.00
 Income from operations:
  Net investment income (loss) .......................................        1.55          0.36          0.37          0.22
  Net realized and unrealized gain (loss) on investments .............        0.41          0.72          1.39         (0.85)
                                                                           -------       -------      --------       -------
   Total income (loss) from operations ...............................        1.96          1.08          1.76         (0.63)
                                                                           -------       -------      --------       -------
Accumulation unit value, end of period ...............................     $ 14.17       $ 12.21      $  11.13       $  9.37
                                                                           =======       =======      ========       =======
Total return (a) .....................................................       16.06%         9.73%        18.73%        (6.29%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................     $10,716       $ 6,418      $  3,795       $ 2,145
 Ratios of net investment income (loss) to average net assets (b) ....       11.62%         3.18%         3.59%         3.06%
</TABLE>
<TABLE>
<CAPTION>
                                                                                    Growth & Income Sub-Account (i)
                                                                                              December 31
                                                                         ------------------------------------------------------
                                                                             1997          1996          1995        1994 (d)
                                                                         -----------   -----------   -----------   ------------
<S>                                                                      <C>           <C>           <C>           <C>
Accumulation unit value, beginning of period .........................    $  13.03      $  11.77      $   9.49       $ 10.00
 Income from operations:
  Net investment income (loss) .......................................        2.61          0.76          0.49          0.29
  Net realized and unrealized gain (loss) on investments .............        0.45          0.50          1.79         (0.80)
                                                                          --------      --------      --------       -------
   Total income (loss) from operations ...............................        3.06          1.26          2.28         (0.51)
                                                                          --------      --------      --------       -------
Accumulation unit value, end of period ...............................    $  16.09      $  13.03      $  11.77       $  9.49
                                                                          ========      ========      ========       =======
Total return (a) .....................................................       23.54%        10.64%        24.14%        (5.15%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................    $  9,063      $  5,501      $  2,631       $ 1,215
 Ratios of net investment income (loss) to average net assets (b) ....       18.50%         6.38%         4.57%         3.71%
</TABLE>


                                       74
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>
                                                                          Tactical Asset Allocation Sub-Account
                                                                                       December 31
                                                                         ---------------------------------------
                                                                             1997          1996        1995 (e)
                                                                         -----------   -----------   -----------
<S>                                                                      <C>           <C>           <C>
Accumulation unit value, beginning of period .........................     $ 13.50       $ 11.90      $  10.00
 Income from operations:
  Net investment income (loss) .......................................        1.20          0.53          0.61
  Net realized and unrealized gain (loss) on investments .............        0.90          1.07          1.29
                                                                           -------       -------      --------
   Total income (loss) from operations ...............................        2.10          1.60          1.90
                                                                           -------       -------      --------
Accumulation unit value, end of period ...............................     $ 15.60       $ 13.50      $  11.90
                                                                           =======       =======      ========
Total return (a) .....................................................       15.55%        13.40%        19.03%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................     $29,123       $17,946      $  9,446
 Ratios of net investment income (loss) to average net assets (b) ....        8.14%         4.35%         5.47%
</TABLE>
<TABLE>
<CAPTION>
                                                                              C.A.S.E. Growth
                                                                                Sub-Account
                                                                                December 31
                                                                         -------------------------
                                                                             1997        1996 (f)
                                                                         -----------   -----------
<S>                                                                      <C>           <C>
Accumulation unit value, beginning of period .........................     $ 10.81       $ 10.00
 Income from operations:
  Net investment income (loss) .......................................        1.51          0.37
  Net realized and unrealized gain (loss) on investments .............        0.00          0.44
                                                                           -------       -------
   Total income (loss) from operations ...............................        1.51          0.81
                                                                           -------       -------
Accumulation unit value, end of period ...............................     $ 12.32       $ 10.81
                                                                           =======       =======
Total return (a) .....................................................       14.00%         8.09%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................     $11,946       $ 4,466
 Ratios of net investment income (loss) to average net assets (b) ....       12.65%         6.11%
</TABLE>
<TABLE>
<CAPTION>
                                                                               Value Equity
                                                                                Sub-Account
                                                                                December 31
                                                                         -------------------------
                                                                             1997        1996 (f)
                                                                         -----------   -----------
<S>                                                                      <C>           <C>
Accumulation unit value, beginning of period .........................     $ 11.25      $  10.00
 Income from operations:
  Net investment income (loss) .......................................        0.14          0.05
  Net realized and unrealized gain (loss) on investments .............        2.55          1.20
                                                                           -------      --------
   Total income (loss) from operations ...............................        2.69          1.25
                                                                           -------      --------
Accumulation unit value, end of period ...............................     $ 13.94      $  11.25
                                                                           =======      ========
Total return (a) .....................................................       23.93%        12.51%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................     $26,714      $  8,887
 Ratios of net investment income (loss) to average net assets (b) ....        1.05%         0.77%
</TABLE>


                                       75
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

<TABLE>
<CAPTION>
                                                                          International        U.S.
                                                                              Equity          Equity
                                                                           Sub-Account      Sub-Account
                                                                           December 31      December 31
                                                                             1997 (g)        1997 (g)
                                                                         ---------------   ------------
<S>                                                                      <C>               <C>
Accumulation unit value, beginning of period .........................       $ 10.00         $  10.00
 Income from operations:
  Net investment income (loss) .......................................         (0.03)            0.99
  Net realized and unrealized gain (loss) on investments .............          0.68             1.60
                                                                             -------         --------
   Total income (loss) from operations ...............................          0.65             2.59
                                                                             -------         --------
Accumulation unit value, end of period ...............................       $ 10.65         $  12.59
                                                                             =======         ========
Total return (a) .....................................................          6.54%           25.89%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ..........................       $ 2,289         $  3,258
 Ratios of net investment income (loss) to average net assets (b) ....         (0.28%)           8.28%
</TABLE>

 * The above tables illustrate the change for a unit outstanding computed using
 average units outstanding throughout each period.
     See Notes to Selected Per Unit Data and Ratios below.

NOTES TO SELECTED PER UNIT DATA AND RATIOS:

(a) For periods less than one year, the total return is not annualized.
(b) For periods less than one year, the ratio of net investment income to
average net assets is annualized.
(c) The inception date of this sub-account was March 1, 1993.
(d) The inception date of this sub-account was March 1, 1994.
(e) The inception date of this sub-account was January 3, 1995.
(f) The inception date of this sub-account was May 1, 1996.
(g) The inception date of this sub-account was January 2, 1997.
(h) Prior to May 1, 1997, this sub-account was known as Equity-Income.
(i) Prior to May 1, 1997, this sub-account was known as Utility.

                                       76
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997

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
fourteen investment options referred to as sub-accounts. Each sub-account
invests in the corresponding Portfolio of the WRL Series Fund, Inc.
(collectively referred to as the "Fund" and individually as a "Portfolio"), a
registered management investment company under the Investment Company Act of
1940, as amended.

      The Fund has entered into annually renewable investment advisory
agreements for each Portfolio with WRL Investment Management, Inc. ("WRL
Management") as investment adviser. Costs incurred in connection with the
advisory services rendered by WRL Management are paid by each Portfolio. WRL
Management has entered into sub-advisory agreements with various management
companies, some of which are affiliates of WRL. Each sub-adviser is compensated
directly by WRL Management.

      Effective May 1, 1997, the names of the Equity-Income and Utility
Sub-Accounts were changed to the Strategic Total Return and Growth & Income
Sub-Accounts, respectively.

      On December 16, 1997, pursuant to an exemptive order (Rel. No. IC-22944)
received from the Securities and Exchange Commission for the substitution of
securities issued by the WRL Series Fund and held by the Life Series Account to
support individual premium variable life insurance policies, investments were
transferred from the Short-to-Intermediate Government Sub-Account to the Bond
Sub-Account.

      On January 2, 1997, WRL made an initial contribution of $ 600,000 to the
Life Account. The amount of the contribution and units received were as
follows:


SUB-ACCOUNT                CONTRIBUTION          UNITS
- -----------------------   --------------   ----------------
 International Equity     $ 400,000        40,000.000000
 U.S. Equity              $ 200,000        20,000.000000

      On April 28, 1997, WRL redeemed the initial contribution in the
International Equity Sub-Account for $ 406,299 and the U.S. Equity sub-account
for $ 197,490.

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

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

A. VALUATION OF INVESTMENTS AND SECURITIES TRANSACTIONS

      Investments in the Fund's shares are stated at the closing net asset
value ("NAV") per share as determined by the Fund. Investment transactions are
accounted for on the trade date at the Fund NAV next determined after receipt
of sale or redemption orders without sales charges. Dividend income and capital
gains 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.

C. ESTIMATES

      The preparation of financial statements in accordance with 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.

NOTE 2 --CHARGES AND DEDUCTIONS

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

A. POLICY CHARGES

      Under some forms of the Policies, a sales charge and premium taxes are
deducted by WRL prior to allocation of policyowner payments to the
sub-accounts. Thereafter,

                                       77
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                                  (CONTINUED)

NOTE 2 --CHARGES AND DEDUCTIONS
               --(CONTINUED)

monthly administrative and cost of insurance charges are deducted from the
sub-accounts. Contingent surrender charges also apply.

      Under the other forms of the Policies, such "front-end" and other
administrative charges are 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 is assessed to compensate WRL for assumption of mortality and expense
risks and administrative services in connection with issuance and administration
of the Policies. This charge (not assessed at the individual contract level)
effectively reduces the value of a unit outstanding during the year.

NOTE 3 -- DIVIDENDS AND DISTRIBUTIONS

      Dividends of the Money Market Portfolio are declared daily and reinvested
monthly. Dividends of the remaining Portfolios are typically declared and
reinvested semi-annually, while capital gains distributions are declared and
reinvested annually. Dividends and distributions of the Fund are recorded on
the ex-date and generally are paid to and reinvested by the Life Account on the
next business day after the ex-date. Dividends are not declared by the Life
Account, since the increase in the value of the underlying investment in the
Fund is reflected daily in the unit price used to calculate the equity value
within the Life Account. Consequently, a dividend distribution by the
underlying Fund does not change either the unit price or equity values within
the Life Account.

NOTE 4 -- SECURITIES TRANSACTIONS

Securities transactions are summarized as follows:
For the year or period ended December 31, 1997 (in thousands)

<TABLE>
<CAPTION>
                                                                             MONEY MARKET           BOND            GROWTH
                                                                              SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT
<S>                                                                       <C>                <C>                <C>
Purchase of long-term securities ........................................     $ 31,536           $  7,334           $ 95,096
Proceeds from sales of long-term securities .............................       27,586              1,711              9,617

                                                                                             STRATEGIC TOTAL      EMERGING
                                                                               GLOBAL             RETURN           GROWTH
                                                                            SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT
Purchase of long-term securities ........................................     $ 63,481           $ 20,134           $ 51,532
Proceeds from sales of long-term securities .............................        2,595              1,789              5,791

                                                                             AGGRESSIVE                           GROWTH &
                                                                               GROWTH            BALANCED          INCOME
                                                                            SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT
Purchase of long-term securities ........................................     $ 36,390           $  4,654           $  3,925
Proceeds from sales of long-term securities .............................        2,757                571                683

                                                                           TACTICAL ASSET        C.A.S.E.          VALUE
                                                                             ALLOCATION           GROWTH           EQUITY
                                                                            SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT
Purchase of long-term securities ........................................     $ 11,192           $  8,860           $ 16,770
Proceeds from sales of long-term securities .............................        1,496              1,124              2,030

                                                                           INTERNATIONAL           U.S.
                                                                               EQUITY             EQUITY
                                                                          SUB-ACCOUNT (A)    SUB-ACCOUNT (A)
Purchase of long-term securities ........................................     $  4,574           $  4,082
Proceeds from sales of long-term securities .............................        2,322                931
</TABLE>

(a) The inception date of this sub-account was January 2, 1997.

                                       78
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                                  (CONTINUED)

NOTE 5 -- EQUITY TRANSACTIONS

For the year or period ended December 31, 1997

<TABLE>
<CAPTION>
                                                    MONEY MARKET               BOND                  GROWTH
                                                     SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT
<S>                                             <C>                    <C>                    <C>
Units balance - beginning of year ...........       824,579.964824         593,289.952352      7,208,481.980640
Units issued ................................     9,508,542.992920         567,591.792111      2,877,261.682232
Units redeemed ..............................     9,313,607.867949         325,011.550833      2,113,732.157906
                                                  ----------------         --------------      ----------------
Units balance - end of year .................     1,019,515.089795         835,870.193630      7,972,011.504966
                                                  ================         ==============      ================
                                                                          STRATEGIC TOTAL           EMERGING
                                                       GLOBAL                RETURN                 GROWTH
                                                    SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT
Units balance - beginning of year ...........     5,497,026.869725       3,569,906.038362      5,531,857.748031
Units issued ................................     5,204,689.424549       1,808,954.429690      4,085,290.537514
Units redeemed ..............................     2,556,813.294554       1,108,535.542298      2,603,771.462693
                                                  ----------------       ----------------      ----------------
Units balance - end of year .................     8,144,902.999720       4,270,324.925754      7,013,376.822852
                                                  ================       ================      ================

                                                     AGGRESSIVE                                     GROWTH &
                                                      GROWTH                 BALANCED               INCOME
                                                    SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT
Units balance - beginning of year ...........     3,702,244.184822         525,703.773282        422,239.257570
Units issued ................................     3,540,013.078309         471,558.712099        351,937.078911
Units redeemed ..............................     2,011,986.165118         240,908.819634        211,046.686884
                                                  ----------------       ----------------      ----------------
Units balance - end of year .................     5,230,271.098013         756,353.665747        563,129.649597
                                                  ================       ================      ================

                                                   TACTICAL ASSET            C.A.S.E.                VALUE
                                                    ALLOCATION               GROWTH                 EQUITY
                                                    SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT
Units balance - beginning of year ...........     1,329,562.261984         413,189.701539        789,884.882222
Units issued ................................     1,163,050.985561         930,816.590801      1,771,718.827803
Units redeemed ..............................       625,352.214528         374,627.211274        645,715.985962
                                                  ----------------       ----------------      ----------------
Units balance - end of year .................     1,867,261.033017         969,379.081066      1,915,887.724063
                                                  ================       ================      ================

                                                    INTERNATIONAL              U.S.
                                                      EQUITY                 EQUITY
                                                  SUB-ACCOUNT (A)        SUB-ACCOUNT (A)
Units balance - beginning of period .........            N/A                    N/A
Units issued ................................       484,482.761817         392,911.124759
Units redeemed ..............................       269,593.719591         134,098.291700
                                                  ----------------       ----------------
Units balance - end of period ...............       214,889.042226         258,812.833059
                                                  ================       ================
</TABLE>
(a) The inception date of this sub-account was January 2, 1997.

                                       79
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                                  (CONTINUED)

NOTE 6 -- OTHER MATTERS

At December 31, 1997, the equity accounts included net unrealized appreciation
(depreciation) on investments as follows (in thousands):


SUB-ACCOUNT
- ----------------------------------
  Money Market ...................  $    N/A
  Bond ...........................       331
  Growth .........................    90,809
  Global .........................     8,984
  Strategic Total Return .........    13,770
  Emerging Growth ................    31,177
  Aggressive Growth ..............     9,032
  Balanced .......................       677
  Growth & Income ................       482
  Tactical Asset Allocation ......     2,489
  C.A.S.E. Growth ................      (235)
  Value Equity ...................     3,178
  International Equity ...........      (103)
  U.S. Equity ....................        15


                                       80
<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                         BALANCE SHEET - STATUTORY BASIS
                            AS OF SEPTEMBER 30, 1998
                            (IN THOUSANDS)(UNAUDITED)


          ADMITTED ASSETS 
            Cash and invested assets:
            Cash and short-term investments                   $   15,308
            Bonds                                                208,443
            Common stock, at market                                  916
            Mortgage loans on real estate                          4,633
            Home office properties, at
            cost less accumulated Depreciation                    34,330
            Investment real estate                                11,594
            Due from broker                                          507
            Policy loans                                         102,353
                                                              ----------
          Total cash and invested assets                         378,084

          Premiums deferred and uncollected                       44,222
          Accrued investment income                                3,641
          Transfers from separate accounts                       328,650
          Federal income tax benefit                               6,657
          Other assets                                             7,136
          Separate account assets                              5,691,780

                                                              ----------
          Total admitted assets                                6,460,170
                                                              ==========

                                       81
<PAGE>


          LIABILITIES AND CAPITAL AND SURPLUS
          Liabilities:
            Aggregate reserves for policies and contracts:
             Life                                                  221,261
             Annuity                                               265,636
            Policy and contract claim reserves                      11,617
            Other policyholders' funds                                  22
            Remittances and items not allocated                     16,462
            Asset valuation reserve                                  2,616
            Interest maintenance reserve                             9,330
            Short-term note payable to affiliate                    60,600
            Payable to affiliate                                    12,743
            Other liabilities                                       60,416
            Separate account liabilities                         5,690,066
                                                                 ---------
          Total liabilities                                      6,350,769

          Capital and surplus:
            Common stock, $1.00 par value, 1,500 shares
             Authorized, issued and outstanding                      1,500
            Paid-in surplus                                         88,107
            Unassigned surplus                                      19,794
                                                                 ---------
          Total capital and surplus                                109,401
                                                                 ---------
          Total liabilities and capital and surplus              6,460,170
                                                                 =========

                                       82
<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF OPERATIONS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                            (IN THOUSANDS)(UNAUDITED)

     Revenues:
       Premiums and other considerations, net of reinsurance
        Life                                                        $   354,897
        Annuity                                                         621,889
       Net investment income                                             26,663
       Amortization of interest maintenance reserve                         165
       Commissions and expense allowances on
        Reinsurance ceded                                                 9,985
       Other income                                                      42,318
                                                                    -----------
                                                                      1,055,917
     Benefits and expenses:
       Benefits paid or provided for:
        Life                                                             33,387
        Surrender benefits                                              415,594
        Other benefits                                                   54,339
        Increase (decrease) in aggregate reserves for
         policies and contracts:
         Life                                                            34,738
         Annuity                                                        (30,655)
         Other                                                            3,028
                                                                    -----------
                                                                        510,431
     Insurance expenses:
       Commissions                                                      156,964
       General insurance expenses                                        70,278
       Taxes, licenses and fees                                          13,362
       Transfer to separate accounts                                    323,377
       Other expenses                                                       (25)
                                                                    -----------
                                                                        563,956
                                                                    -----------
                                                                      1,074,387
                                                                    -----------
     Loss from operations before federal income
       taxes and realized capital gains on
       investments                                                      (18,470)

     Federal income tax expense                                         (13,005)
                                                                    -----------
     Loss from operations before realized
       capital gains on investments                                      (5,465)

     Net realized capital gains on investments
       (net of related federal income taxes and
       amounts transferred to interest maintenance
       reserve)                                                           1,155
                                                                    -----------
     Net loss                                                            (4,310)
                                                                    ===========

                                       83
<PAGE>
<TABLE>
<CAPTION>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
          STATEMENT OF CHANGES IN CAPITAL AND SURPLUS - STATUTORY BASIS
                            (IN THOUSANDS)(UNAUDITED)
                                                                             TOTAL
                                                                            CAPITAL
                                    COMMON       PAID-IN     UNASSIGNED       AND
                                     STOCK       SURPLUS      SURPLUS       SURPLUS
                                   ---------    ---------    ---------     ---------
<S>                                <C>          <C>          <C>           <C>      
Balance at January 1, 1998         $   1,500    $  88,015    $  25,348     $ 114,863
  Net loss                                 0            0       (4,310)       (4,310)
  Net unrealized gains                     0            0           75            75
  Change in                                0            0         (678)         (678)
  non-admitted assets
  Change in asset                          0            0         (180)         (180)
  valuation reserve
  Change in surplus in separate
   accounts                                0            0         (560)         (560)
  Other adjustments                        0           92           99           191
                                   ---------    ---------    ---------     ---------
Balance at September 30, 1998          1,500       88,107       19,794       109,401
                                   =========    =========    =========     =========
</TABLE>

                                       84
<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF CASH FLOW - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                            (IN THOUSANDS)(UNAUDITED)

OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance               $ 1,034,150
Net investment income                                                    26,268
Life and accident and health claims                                     (33,810)
Surrender benefits to                                                  (415,914)
policyholders
Other benefits to policyholders                                         (23,202)
Commissions, other expenses and other taxes                            (239,513)
Other, net                                                              (24,073)
Net transfers to separate accounts                                     (373,060)
                                                                    -----------
  Net cash used in operating  activities                                (49,154)

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
  Bonds and preferred stocks                                            120,086
  Mortgage loans on real estate                                             191
                                                                    -----------
                                                                        120,277
Cost of investments acquired:
  Bonds and preferred stocks                                             70,014
  Common stock                                                               93
  Real estate                                                            25,960
  Policy loans                                                           25,612
  Miscellaneous applications                                                525
                                                                    -----------
                                                                        122,204

                                                                    -----------
Net cash used in investing activities                                    (1,927)
                                                                    -----------
FINANCING ACTIVITIES
Borrowed money                                                           52,493
                                                                    -----------
Net cash provided by financing activities                                52,493

Increase in cash and short-term investments                               1,412

Cash and short-term investments at beginning of year                     13,896
                                                                    -----------
Cash and short-term investments at end of year                           15,308
                                                                    ===========

                                       85
<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                 NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                            (IN THOUSANDS)(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 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, 1998 are not
   necessarily indicative of the results that may be expected for the year ended
   December 31, 1998. For further information, refer to the accompanying
   statutory basis financial statements and notes thereto for the year ended
   December 31, 1997.

                                       86
<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, 1997 and 1996, 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, 1997. 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 sheets 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.

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

     In our opinion, because of the effects of the matters described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Western Reserve Life Assurance Co. of Ohio at December
31, 1997 and 1996, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1997.

     Also, 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, 1997 and 1996, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997 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 27, 1998

                                       87
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       BALANCE SHEETS - STATUTORY BASIS

                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                            December 31
                                                         1997         1996
                                                     ------------ ------------
<S>                                                  <C>          <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash and short-term investments ...................  $   13,896   $    2,480
 Bonds .............................................     255,919      359,579
 Common stocks:
   Affiliated entities (cost: 1997 - $150) .........         319            -
   Other (cost: 1997 and 1996 - $302) ..............         428          597
 Mortgage loans on real estate .....................       4,824        6,049
 Home office properties ............................      19,964        7,962
 Policy loans ......................................      76,741       52,604
                                                      ----------   ----------
Total cash and invested assets .....................     372,091      429,271
Premiums deferred and uncollected ..................       1,928        1,943
Accrued investment income ..........................       4,088        5,940
Receivable from affiliates .........................           -        1,165
Transfers from separate accounts ...................     279,958      204,181
Other assets .......................................       5,221        3,962
Separate account assets ............................   4,814,594    3,527,145
                                                      ----------   ----------
Total admitted assets ..............................  $5,477,880   $4,173,607
                                                      ==========   ==========
SEE ACCOMPANYING NOTES.
</TABLE>

                                       88
<PAGE>

<TABLE>
<CAPTION>
                                                                December 31
                                                              1997         1996
                                                         ------------- ------------
<S>                                                      <C>           <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life .................................................  $  186,523    $  155,166
  Annuity ..............................................     296,290       332,230
 Policy and contract claim reserves ....................      10,929         8,584
 Other policyholders' funds ............................       3,877         3,104
 Remittances and items not allocated ...................       9,184         9,107
 Federal income taxes payable ..........................       2,283         1,266
 Asset valuation reserve ...............................       2,436         5,710
 Interest maintenance reserve ..........................       9,134         7,451
 Short-term note payable to affiliate ..................       8,200             -
 Payable to affiliate ..................................       1,925        20,463
 Other liabilities .....................................      19,257        13,082
 Separate account liabilities ..........................   4,812,979     3,521,888
                                                          ----------    ----------
Total liabilities ......................................   5,363,017     4,078,051
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 .......................................      88,015        68,015
 Unassigned surplus ....................................      25,348        26,041
                                                          ----------    ----------
Total capital and surplus ..............................     114,863        95,556
                                                          ----------    ----------
Total liabilities and capital and surplus ..............  $5,477,880    $4,173,607
                                                          ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.
 
                                       89
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                  STATEMENTS OF OPERATIONS - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                               Year ended December 31
                                                                                            1997         1996         1995
                                                                                       ------------- ------------ -----------
<S>                                                                                    <C>           <C>          <C>
Revenues:
 Premiums and other considerations, net of reinsurance:
  Life ...............................................................................  $  394,370    $  293,590   $ 191,508
  Annuity ............................................................................     822,149       740,125     378,390
 Net investment income ...............................................................      40,013        36,067      40,891
 Amortization of interest maintenance reserve ........................................       1,576         1,335         882
 Commissions and expense allowances on reinsurance ceded .............................          11            11          11
 Other income ........................................................................       3,016        13,398       8,237
                                                                                        ----------    ----------  ----------
                                                                                         1,261,135     1,084,526     619,919
Benefits and expenses:
 Benefits paid or provided for:
  Life ...............................................................................      28,060        21,256      17,844
  Surrender benefits .................................................................     431,939       286,406     206,250
  Other benefits .....................................................................      28,112        23,270      19,530
  Increase (decrease) in aggregate reserves for policies and contracts: ..............
   Life ..............................................................................      29,485        80,139     (15,132)
   Annuity ...........................................................................     (35,940)       12,877       5,229
   Other .............................................................................         794           422         109
                                                                                        ----------    ----------  ----------
                                                                                           482,450       424,370     233,830
 Insurance expenses:
  Commissions ........................................................................     179,106       140,261      82,903
  General insurance expenses .........................................................      70,546        47,406      37,246
  Taxes, licenses and fees ...........................................................      13,101        10,848       8,919
  Transfer to separate accounts ......................................................     519,214       452,471     242,427
  Other expenses .....................................................................          21            60          34
                                                                                        ----------    ----------  ----------
                                                                                           781,988       651,046     371,529
                                                                                        ----------    ----------  ----------
                                                                                         1,264,438     1,075,416     605,359
                                                                                        ----------    ----------  ----------
Gain (loss) from operations before federal income taxes and realized capital gains
  (losses) on investments ............................................................      (3,303)        9,110      14,560
Federal income tax expense ...........................................................         469         9,297       8,917
                                                                                        ----------    ----------  ----------
Gain (loss) from operations before realized capital gains (losses)
  on investments .....................................................................      (3,772)         (187)      5,643
Net realized capital gains (losses) on investments (net of related
  federal income taxes and amounts transferred to interest
  maintenance reserve) ...............................................................         747          (811)     (1,678)
                                                                                        ----------    ----------  ----------
Net income (loss) ....................................................................  $   (3,025)   $     (998)  $   3,965
                                                                                        ==========    ==========  ==========
</TABLE>

     SEE ACCOMPANYING NOTES.

                                       90
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                        COMMON STOCK   PAID-IN SURPLUS
                                                       -------------- -----------------
<S>                                                    <C>            <C>
Balance at January 1, 1995 ...........................     $1,500          $68,015
 Net income for 1995 .................................          -                -
 Net unrealized capital losses .......................          -                -
 Decrease in non-admitted assets .....................          -                -
 Decrease in asset valuation reserve .................          -                -
 Increase in surplus in separate accounts ............          -                -
 Change in reserve valuation .........................          -                -
 Other adjustments ...................................          -                -
                                                           ------          -------
Balance at December 31, 1995 .........................      1,500           68,015
 Net loss for 1996 ...................................          -                -
 Net unrealized capital gains ........................          -                -
 Decrease in non-admitted assets .....................          -                -
 Increase in asset valuation reserve .................          -                -
 Increase in surplus in separate accounts ............          -                -
 Change in reserve valuation .........................          -                -
                                                           ------          -------
Balance at December 31, 1996 .........................      1,500           68,015
 Net loss for 1997 ...................................          -                -
 Increase in non-admitted assets .....................          -                -
 Decrease in asset valuation reserve .................          -                -
 Decrease in surplus in separate accounts ............          -                -
 Change in reserve valuation .........................          -                -
 Capital contribution ................................          -           20,000
 Tax effect of capital loss carry-forward utilized
   by affiliates .....................................          -                -
                                                           ------          -------
Balance at December 31, 1997 .........................     $1,500          $88,015
                                                           ======          =======
</TABLE>
<TABLE>
<CAPTION>
                                                        UNASSIGNED SURPLUS   TOTAL CAPITAL AND SURPLUS
                                                       -------------------- --------------------------
<S>                                                    <C>                  <C>
Balance at January 1, 1995 ...........................       $ 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
 Increase 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 .........................         28,424                  97,939
 Net loss for 1996 ...................................           (998)                   (998)
 Net unrealized capital gains ........................          1,294                   1,294
 Decrease in non-admitted assets .....................            199                     199
 Increase in asset valuation reserve .................           (120)                   (120)
 Increase in surplus in separate accounts ............            237                     237
 Change in reserve valuation .........................         (2,995)                 (2,995)
                                                             --------                --------
Balance at December 31, 1996 .........................         26,041                  95,556
 Net loss for 1997 ...................................         (3,025)                 (3,025)
 Increase in non-admitted assets .....................           (702)                   (702)
 Decrease in asset valuation reserve .................          3,274                   3,274
 Decrease in surplus in separate accounts ............         (2,115)                 (2,115)
 Change in reserve valuation .........................         (1,872)                 (1,872)
 Capital contribution ................................              -                  20,000
 Tax effect of capital loss carry-forward utilized
   by affiliates .....................................          3,747                   3,747
                                                             --------                --------
Balance at December 31, 1997 .........................       $ 25,348                $114,863
                                                             ========                --------
</TABLE>

SEE ACCOMPANYING NOTES.
 
                                       91
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                  STATEMENTS OF CASH FLOWS - STATUTORY BASIS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Year ended December 31
                                                             -----------------------------------------
                                                                  1997          1996          1995
                                                             ------------- ------------- -------------
<S>                                                          <C>           <C>           <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance ......  $1,224,228    $1,046,548    $  577,986
Net investment income ......................................      43,802        38,666        42,359
Life and accident and health claims ........................     (26,005)      (20,655)      (16,759)
Surrender benefits and other fund withdrawals ..............    (431,939)     (286,406)     (206,250)
Other benefits to policyholders ............................     (28,147)      (22,129)      (19,041)
Commissions, other expenses and other taxes ................    (261,352)     (196,373)     (128,341)
Net transfers to separate accounts .........................    (596,347)     (658,326)     (242,427)
Federal income taxes paid ..................................      (5,006)       (9,449)       (7,531)
Interest paid ..............................................        (731)            -             -
Other, net .................................................      (6,768)       28,325        (4,284)
                                                              ----------    ----------    ----------
Net cash used in operating activities ......................     (88,265)      (79,799)       (4,288)
INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
 Bonds and preferred stocks ................................     146,963       122,820       108,554
 Common stocks .............................................           -             -         2,108
 Mortgage loans on real estate .............................       2,116           132         1,954
 Real estate ...............................................           -         4,304             -
 Other .....................................................           -           175             -
                                                              ----------    ----------    ----------
                                                                 149,079       127,431       112,616
Cost of investments acquired ...............................
 Bonds and preferred stocks ................................     (40,418)      (26,826)     (139,402)
 Common stocks .............................................        (150)           (4)         (589)
 Mortgage loans on real estate .............................        (891)            -            (6)
 Real estate ...............................................     (12,002)       (7,837)         (449)
 Policy loans ..............................................     (24,137)      (15,479)       (9,605)
 Other .....................................................           -            (5)            -
                                                              ----------    -----------   ----------
                                                                 (77,598)      (50,151)     (150,051)
                                                              ----------    ----------    ----------
Net cash provided by (used in) investing activities ........      71,481        77,280       (37,435)
FINANCING ACTIVITIES
Issuance of short-term note payable to affiliate ...........       8,200             -             -
Capital contribution .......................................      20,000             -             -
                                                              ----------    ----------    ----------
Net cash provided by financing activities ..................      28,200             -             -
                                                              ----------    ----------    ----------
Increase (decrease) in cash and short-term investments .....      11,416        (2,519)      (41,723)
Cash and short-term investments at beginning of year .......       2,480         4,999        46,722
                                                              ----------    ----------    ----------
Cash and short-term investments at end of year .............  $   13,896    $    2,480    $    4,999
                                                              ==========    ==========    ==========
</TABLE>

     SEE ACCOMPANYING NOTES.

                                       92
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS

                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1997


NOTE 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 in conformity with
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio, which practices differ 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 (reported at amortized cost), available-for-sale (reported
at fair value), and trading (reported at fair value) classifications; (b)
acquisition costs of acquiring new business are expensed 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 asset or liability rather than shown as gross amounts
on the balance sheet; (f) deferred income taxes are not provided for the
difference between the financial statement amounts and income tax bases of
assets and liabilities; (g) net realized gains or losses attributed to changes
in the 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 (reported 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 the entire premiums received rather than policy charges for
the cost of insurance, policy administration charges, amortization of policy
initiation fees and surrender charges assessed; (k) pension expense is recorded
as amounts are paid rather than accrued and expensed during the periods in which
the employers provide service; and (l) the financial statements of wholly-owned
affiliates are not consolidated with those of the Company. 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
1998, 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. The impact of
any such changes on the Company's statutory surplus cannot be determined at
this time and could be material.

                                       93
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)
Other significant statutory accounting practices are as follows:

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.

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 retrospectively when such assumptions
are changed due to experience and/or expected future patterns. Common stocks of
unaffiliated companies are carried at market and include shares of mutual funds
(money market and other), and the related unrealized capital gains/  (losses)
are reported in unassigned surplus without any adjustment for federal income
taxes. Common stocks of the Company's wholly-owned affiliates are recorded at
the equity in net assets. Home office property 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.

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. 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 1997, 1996 and 1995, net realized capital gains of $3,259, $2,394 and
$554, respectively, were credited to the IMR rather than being immediately
recognized in the statements of operations. Amortization of these net gains
aggregated $1,576, $1,335 and $882 for the years ended December 31, 1997, 1996
and 1995, 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. No investment income due and accrued has
been excluded for the years ended December 31, 1997, 1996 and 1995, 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 life insurance policies are based principally
upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary Mortality and
American Experience Mortality Tables. The reserves are calculated using
interest rates ranging from 2.25 to 5.50 percent and are computed principally
on the Net Level Premium Valuation and the Commissioners' Reserve Valuation
Methods. Reserves for universal life policies are based on account balances
adjusted for the Commissioners' Reserve Valuation Method.

Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including 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.

                                       94
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)

Reserves for immediate annuities and supplementary contracts with life
contingencies are equal to the present value of future payments assuming
interest rates ranging from 5.75 to 8.75 percent 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. These 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 ACCOUNTS

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 and,
accordingly, the operations of the separate accounts are not included in the
accompanying financial statements. The separate accounts do not have any
minimum guarantees and the investment risks associated with market value
changes are borne entirely by the policyholders. The Company received variable
contract premiums of $1,164,013, $997,513 and $466,822 in 1997, 1996 and 1995,
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. Separate account contractholders have no
claim against the assets of the general account.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1996 and 1995 financial
statements to conform to the 1997 presentation.


NOTE 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 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 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.

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.

                                       95
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 2 -- FAIR VALUES OF FINANCIAL
                INSTRUMENTS--(CONTINUED)

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.

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
                                     1997                          1996
                          ---------------------------   ---------------------------
                            CARRYING         FAIR         CARRYING         FAIR
                              VALUE          VALUE          VALUE          VALUE
                          ------------   ------------   ------------   ------------
<S>                       <C>            <C>            <C>            <C>
 ADMITTED ASSETS
 Bonds ................   $ 255,919      $ 267,763      $ 359,579      $ 372,319
 Common stocks ........         747            747            597            597
 Mortgage loans
   on real estate .....       4,824          5,143          6,049          6,134
 Policy loans .........      76,741         76,741         52,604         52,604
 Cash and
   short-term
   investments ........      13,896         13,896          2,480          2,480
 Separate account
   assets .............   4,814,594      4,814,594      3,527,145      3,527,145
 
 LIABILITIES
 Investment
   contract
   liabilities ........     280,121        276,113        321,293        314,748
 Separate account
   annuities ..........   3,615,255      3,565,557      2,692,614      2,647,266
</TABLE>


NOTE 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, 1997
 Bonds:
  United States
     Government
     and agencies ......   $  3,675     $     9           $   30      $  3,654
  State, municipal
     and other
     government ........      3,855         360                -         4,215
  Public utilities .....     15,794         904              403        16,295
  Industrial and
     miscellaneous .....    121,513       7,700              710       128,503
  Mortgage-backed
     securities ........    111,082       4,198              184       115,096
                           --------     -------           ------      --------
  Total bonds ..........   $255,919     $13,171           $1,327      $267,763
                           ========     =======           ======      ========
</TABLE>
<TABLE>
<CAPTION>
                                             GROSS        GROSS     ESTIMATED
                               CARRYING   UNREALIZED   UNREALIZED     FAIR
                                 VALUE       GAINS       LOSSES       VALUE
                              ---------- ------------ ------------ ----------
<S>                           <C>        <C>          <C>          <C>
  DECEMBER 31, 1996
  Bonds:
   United States
      Government and
      agencies .............. $ 11,422      $    13      $  292    $ 11,143
   State, municipal
      and other
      government ............    5,504          274           -       5,778
   Public utilities .........   14,808          848          80      15,576
   Industrial and
      miscellaneous .........  173,097        8,889         910     181,076
   Mortgage-backed
      securities ............  154,748        4,617         619     158,746
                              --------      -------      ------    --------
   Total bonds .............. $359,579      $14,641      $1,901    $372,319
                              ========      =======      ======    ========
</TABLE>

The carrying value and fair value of bonds at December 31, 1997 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.

                                       96
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 3 -- INVESTMENTS--(CONTINUED)

<TABLE>
<CAPTION>
                                                                      ESTIMATED
                                                         CARRYING       FAIR
                                                           VALUE        VALUE
                                                        ----------   ----------
<S>                                                     <C>          <C>
 Due in one year or less ............................   $ 18,310     $ 18,467
 Due one through five years .........................     67,005       70,952
 Due five through ten years .........................     29,508       30,621
 Due after ten years ................................     30,014       32,627
                                                        --------     --------
                                                         144,837      152,667
 Mortgage and other asset backed securities .........    111,082      115,096
                                                        --------     --------
                                                        $255,919     $267,763
                                                        ========     ========
</TABLE>

A detail of net investment income is presented below:

<TABLE>
<CAPTION>
                                                    Year ended December 31
                                             ------------------------------------
                                                1997         1996         1995
                                             ----------   ----------   ----------
<S>                                          <C>          <C>          <C>
 Interest on bonds .......................   $25,723      $33,969      $38,624
 Dividends on equity investments .........    10,855            -           30
 Interest on mortgage loans ..............       478          559          573
 Rental income on real estate ............     1,371          919        1,014
 Interest on policy loans ................     4,656        3,339        2,353
 Other investment income .................        26            9          328
                                             -------      -------      -------
 Gross investment income .................    43,109       38,795       42,922
 
 Investment expenses .....................    (3,096)      (2,728)      (2,031)
                                             -------      -------      -------
 Net investment income ...................   $40,013      $36,067      $40,891
                                             =======      =======      =======
</TABLE>

Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:

<TABLE>
<CAPTION>
                                           Year ended December 31
                                   ---------------------------------------
                                       1997          1996          1995
                                   -----------   -----------   -----------
<S>                                <C>           <C>           <C>
 Proceeds ......................   $146,963      $122,820      $108,554
                                   ========      ========      ========
 
 Gross realized gains ..........   $  3,921      $  2,984      $  1,631
 Gross realized losses .........        626           791         1,346
                                   --------      --------      --------
 Net realized gains ............   $  3,295      $  2,193      $    285
                                   ========      ========      ========
</TABLE>

At December 31, 1997, bonds with an aggregate carrying value of $5,474 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.

Realized investment gains (losses) and changes in unrealized gains (losses) for
investments are summarized below:

<TABLE>
<CAPTION>
                                                                     Realized
                                                      ---------------------------------------
                                                              Year ended December 31
                                                      ---------------------------------------
                                                          1997          1996          1995
                                                      -----------   -----------   -----------
<S>                                                   <C>           <C>           <C>
 Debt securities ..................................   $3,295        $2,193        $   285
 Mortgage loans ...................................        -             -         (1,409)
 Real estate ......................................        -          (606)             -
 Other invested assets ............................        -            (4)             -
                                                      ------        -------       -------
                                                       3,295         1,583         (1,124)
 
 Tax benefit ......................................     (711)            -              -
 Transfer to interest maintenance reserve .........   (3,259)       (2,394)          (554)
                                                      ------        ------        -------
 Net realized gains (losses) ......................   $  747        $ (811)       $(1,678)
                                                      ======        ======        =======
</TABLE>
                                              Change in Unrealized
                                     ---------------------------------------
                                             Year ended December 31
                                     ---------------------------------------
                                        1997           1996          1995
                                     ----------   -------------   ----------
 Debt securities .................     $ (896)    $(14,442)        $36,399
 Common stock ....................          -          (66)           (236)
                                       ------     --------         -------
 Change in unrealized appreciation
   (depreciation) ................     $ (896)    $(14,508)        $36,163
                                       ======     ========         =======

Gross unrealized gains (losses) on common stocks were as follows:

                                         Unrealized
                                  -------------------------
                                   Year ended December 31
                                  -------------------------
                                   1997     1996      1995
                                  ------   ------   -------
 Unrealized gains .............   $295     $295     $361
 Unrealized losses ............      -        -        -
                                  ----     ----     ----
 Net unrealized gains .........   $295     $295     $361
                                  ====     ====     ====

During 1997, the Company issued one mortgage loan with an interest rate of
8.07%. The maximum percentage of any one mortgage loan to the value of the
underlying real estate at origination was 69%. The Company requires all
mortgagees to carry fire insurance equal to the value of the underlying
property.
 

                                       97
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 3 -- INVESTMENTS--(CONTINUED)

During 1997, 1996 and 1995, no mortgage loans were foreclosed and transferred
to real estate. During 1997 and 1996, the Company held a mortgage loan loss
reserve in the asset valuation reserve of $54 and $138, respectively.

At December 31, 1997, 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.


NOTE 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.

                                      1997            1996           1995
                                 -------------   -------------   -----------
 Direct premiums .............    $1,219,271      $1,034,757      $570,413
 Reinsurance assumed .........         2,389           2,063         1,569
 Reinsurance ceded ...........        (5,141)         (3,105)       (2,084)
                                  ----------      ----------      --------
 Net premiums earned .........    $1,216,519      $1,033,715      $569,898
                                  ==========      ==========      ========

The Company received reinsurance recoveries in the amount of $2,288, $2,156 and
$512 during 1997, 1996 and 1995, respectively. At December 31, 1997 and 1996,
estimated amounts recoverable from reinsurers that have been deducted from
policy and contract claim reserves totaled $2,721 and $974, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1997 and 1996 of $1,369 and $1,140,
respectively.


NOTE 5 -- INCOME TAXES

For federal income tax purposes, the Company joins in a consolidated tax return
filing with certain affiliated companies. Under the terms of a tax-sharing
agreement between the Company and its affiliates, the Company computes federal
income tax expense as if it were filing a separate income tax return, except
that tax credits and net operating loss carryforwards are determined on the
basis of the consolidated group. Additionally, the alternative minimum tax is
computed for the consolidated group and the resulting tax, if any, is allocated
back to the separate companies on the basis of the separate companies'
alternative minimum taxable income.

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>
                                                        1997          1996        1995
                                                    ------------   ---------   ---------
<S>                                                 <C>            <C>         <C>
 Computed tax at federal statutory rate
   (35%) ........................................     $ (1,156)     $3,189      $5,096
 Deferred acquisition costs - tax basis .........        9,164       7,172       4,241
 Tax reserve valuation ..........................         (194)       (696)        (34)
 Excess tax depreciation ........................         (127)        (65)        (49)
 Amortization of IMR ............................         (552)       (467)       (309)
 Dividend received deduction ....................       (5,326)          -           -
 Other, net .....................................       (1,340)        164         (28)
                                                      --------      ------      ------
 Federal income tax expense .....................     $    469      $9,297      $8,917
                                                      ========      ======      ======
</TABLE>

For the year ended December 31, 1997, federal income tax benefit differs from
the amount computed by applying the statutory federal income tax rate to
realized gains due to the recognition for tax purposes of a deferred loss
previously incurred on a transfer of bonds from the Company to an affiliate.

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, 1997). 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).

                                       98
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 5 -- INCOME TAXES--(CONTINUED)

The assessment was charged to surplus as a prior period adjustment. An
examination is currently underway for years 1994 through 1995.

At December 31, 1996, the Company had capital loss carryforwards of
approximately $10,705, which were utilized by the Company's affiliates in the
consolidated tax return filing in 1997. This transaction resulted in a receipt
from the Company's affiliate of $3,747, which was credited directly to
unassigned surplus.


NOTE 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
 .03% and .04% of life insurance in force at December 31, 1997 and 1996,
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,
primarily separate accounts, 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
                                   ---------------------------------------------------
                                             1997                      1996
                                   ------------------------- -------------------------
                                                   PERCENT                   Percent
                                      AMOUNT      OF TOTAL      Amount      of Total
                                   ------------ ------------ ------------ ------------
<S>                                <C>          <C>          <C>          <C>
 Subject to discretionary
   withdrawal with market
   value adjustment ..............  $   13,812      1%        $   14,881      1%
 Subject to discretionary
   withdrawal at book value
   less surrender charge .........      68,376      2             63,619      2
 Subject to discretionary
   withdrawal at market value        3,615,255     91          2,692,614     89


</TABLE>
<TABLE>
<CAPTION>
                                                       December 31
                                   ---------------------------------------------------
                                             1997                      1996
                                   ------------------------- -------------------------
                                                   PERCENT                   Percent
                                      AMOUNT      OF TOTAL      Amount      of Total
                                   ------------ ------------ ------------ ------------
<S>                                <C>          <C>          <C>          <C>
 Subject to discretionary
   withdrawal at book value
   (minimal or no charges or
   adjustments) ..................     201,457      5            239,204      7
 Not subject to discretionary
   withdrawal provision ..........      16,572      1             17,603      1
                                    ----------     --         ----------     --
                                     3,915,472  100%           3,027,921  100%
                                                =====                     =====
 Less reinsurance ceded ..........           -                         -
                                    ----------                ----------
 Total policy reserves on
   annuities and deposit fund
   liabilities ...................  $3,915,472                $3,027,921
                                    ==========                ==========
</TABLE>

A reconciliation of the amounts transferred to and from the separate accounts
is presented below:

<TABLE>
<CAPTION>
                                                 1997            1996           1995
                                            -------------   -------------   -----------
<S>                                         <C>             <C>             <C>
 Transfers as reported in the
    summary of operations of the
    separate accounts statement:
 Transfers to separate accounts .........   $1,164,013      $997,513         $466,882
 Transfers from separate
   accounts .............................      646,477       339,523          224,416
                                            ----------      --------        ---------
 Net transfers to separate
   accounts .............................      517,536       657,990          242,466
 Reconciling adjustments - change
   in accruals for investment
   management, administration
   fees and contract guarantees,
   and separate account surplus .........        1,678      (205,519)             (39)
                                            ----------      --------        ---------
 Transfers as reported in the
   summary of operations of the
   life, accident and health annual
   statement ............................   $  519,214      $452,471         $242,427
                                            ==========      ========        =========
</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, 1997 and 1996, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:

                                       99
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 6 -- POLICY AND CONTRACT ATTRIBUTES--(CONTINUED)

                                                   GROSS      LOADING       NET
                                                 ---------   ---------   ------
 DECEMBER 31, 1997
 Ordinary direct first year business .........   $    2         $  1     $    1
 Ordinary direct renewal business ............    1,350          140      1,210
 Group life direct business ..................      717            -        717
                                                 ------         ----     ------
                                                 $2,069         $141     $1,928
                                                 ======         ====     ======
 
 DECEMBER 31, 1996
 Ordinary direct first year business .........   $   40         $  9     $   31
 Ordinary direct renewal business ............    1,431          225      1,206
 Group life direct business ..................      622            -        622
 Annuity renewal business ....................       94           10         84
                                                 ------         ----     ------
                                                 $2,187         $244     $1,943
                                                 ======         ====     ======

At December 31, 1997 and 1996, the Company had insurance in force aggregating
$1,710 and $1,904, 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 $26 and $27 to cover these deficiencies at December 31, 1997 and
1996, 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 $1,872, $2,995 and
$3,496 was made for the years ended December 31, 1997, 1996 and 1995,
respectively, related to the change in reserve methodology.


NOTE 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.


NOTE 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 $659, $581 and $505 for the years ended
December 31, 1997, 1996 and 1995, 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 $448, $184 and $305 for the years
ended December 31, 1997, 1996 and 1995, 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.

                                       100
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


NOTE 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 $99, $98
and $86 for the years ended December 31, 1997, 1996 and 1995, respectively.


NOTE 9 -- RELATED PARTY TRANSACTIONS

The Company shares certain officers, employees and general expenses with
affiliated companies.

The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1997,
1996 and 1995, the Company paid $10,040, $10,038 and $8,825, respectively, for
such services, which approximates their costs to the affiliates. Company
provides office space, marketing and administrative services to certain
affiliates. During 1997, 1996 and 1995, the Company received $4,395, $3,271 and
$4,545, respectively, for such services, which approximates their cost. The
Company had a net payable with affiliates of $1,925 and $19,298 at December 31,
1997 and 1996, respectively.

Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.33% at December 31, 1997. During 1997,
1996 and 1995, the Company paid (received) net interest of $364, $138 and
$(294), respectively, to (from) affiliates.

The Company received capital contributions of $20,000 from its parent in 1997.

At December 31, 1997, the Company has a $8,200 short-term note payable to an
affiliate. Interest on this note accrues at 5.60 %.


NOTE 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
nsolvencies are not determinable by the Company. The Company has established a
reserve of $4,007 and $4,344 and an offsetting premium tax benefit of $1,070
and $1,218 at December 31, 1997 and 1996, respectively, for its estimated share
of future guaranty fund assessments related to several major insurer
insolvencies. The guaranty fund expense was $0, $212 and $1,950 at December 31,
1997, 1996 and 1995, respectively.


NOTE 11 -- YEAR 2000 (UNAUDITED)

AEGON has adopted and has in place a Year 2000 Assessment and Planning Project
(the "Project") to review and analyze its information technology and systems to
determine if they are Year 2000 compatible. The Company has begun to convert or
modify, where necessary, critical data processing systems. It is contemplated
that the plan will be substantially completed by early 1999. The Company does
not expect this project to have a significant effect on operations. However, to
mitigate the effect of outside influences upon the success of the project, the
Company has undertaken communications with its significant customers, suppliers
and other third parties to determine their Year 2000 compatibility and
readiness. Management believes that the issues associated with the Year 2000
will be resolved with no material financial impact on the Company.

                                      101
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS - STATUTORY-BASIS (CONTINUED)

                             (DOLLARS IN THOUSANDS)


Since the Year 2000 computer problem, and its resolution is complex and
multifaceted, the success of a response plan cannot be conclusively known until
the Year 2000 is reached (or an earlier date to the extent that systems or
equipment addresses Year 2000 date data prior to the Year 2000). Even with
appropriate and diligent pursuit of a well-conceived Project, including testing
procedures, there is no certainty that any company will achieve complete
success. Notwithstanding the efforts or results of the Company, its ability to
function unaffected to and through the Year 2000 may be adversely affected by
actions (or failure to act) of third parties beyond its knowledge or control.
 

                                      102
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

       SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES

                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1997

SCHEDULE I

<TABLE>
<CAPTION>
                                                                                            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 government agencies and authorities ..  $ 65,611   $ 68,452      $ 65,611
 States, municipalities and political subdivisions .................     1,840      1,974         1,840
 Foreign governments ...............................................     2,015      2,241         2,015
 Public utilities ..................................................    15,794     16,295        15,794
 All other corporate bonds .........................................   170,659    178,801       170,659
                                                                      --------   --------      --------
Total fixed maturities .............................................   255,919    267,763       255,919
EQUITY SECURITIES
Common stocks:
 Industrial, miscellaneous and all other ...........................       452        747           747
                                                                      --------   --------      --------
Total equity securities ............................................       452        747           747
Mortgage loans on real estate ......................................     4,824                    4,824
Real estate ........................................................    19,964                   19,964
Policy loans .......................................................    76,741                   76,741
Cash and short-term investments ....................................    13,896                   13,896
                                                                      --------                 --------
Total investments ..................................................  $371,796                 $372,091
                                                                      ========                 ========
</TABLE>

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

                                      103
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                      SUPPLEMENTARY INSURANCE INFORMATION

                            (DOLLARS IN THOUSANDS)


SCHEDULE III

<TABLE>
<CAPTION>
                                                                                          BENEFITS,
                                                                                           CLAIMS,
                                 FUTURE POLICY    POLICY AND                    NET      LOSSES AND     OTHER
                                  BENEFITS AND     CONTRACT      PREMIUM    INVESTMENT   SETTLEMENT   OPERATING
                                    EXPENSES     LIABILITIES     REVENUE      INCOME*     EXPENSES    EXPENSES*
                                --------------- ------------- ------------ ------------ ------------ ----------
<S>                             <C>             <C>           <C>          <C>          <C>          <C>
YEAR ENDED DECEMBER 31, 1997
Individual life ...............     $177,088       $ 9,533     $  390,452     $13,742     $ 88,738    $176,303
Group life ....................        9,435           805          3,918         810        3,986       3,292
Annuity .......................      296,290           591        822,149      25,461      389,726      83,179
                                    --------       -------     ----------     -------     --------    --------
                                    $482,813       $10,929     $1,216,519     $40,013     $482,450    $262,774
                                    ========       =======     ==========     =======     ========    ========
YEAR ENDED DECEMBER 31, 1996
Individual life ...............     $145,964       $ 7,017     $  289,375     $ 8,228     $125,861    $124,181
Group life and health .........        9,202           713          4,215       3,940        3,828       2,818
Annuity .......................      332,230           854        740,125      23,899      294,681      71,576
                                    --------       -------     ----------     -------     --------    --------
                                    $487,396       $ 8,584     $1,033,715     $36,067     $424,370    $198,575
                                    ========       =======     ==========     =======     ========    ========
YEAR ENDED DECEMBER 31, 1995
Individual life ...............     $ 64,128       $ 5,811     $  188,143     $ 9,470     $ 20,048    $ 83,709
Group life ....................        7,904           701          3,365       1,054        2,774         946
Annuity .......................      319,353           100        378,390      30,367      211,008      44,447
                                    --------       -------     ----------     -------     --------    --------
                                    $391,385       $ 6,612     $  569,898     $40,891     $233,830    $129,102
                                    ========       =======     ==========     =======     ========    ========
</TABLE>

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

                                      104
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                                  REINSURANCE

                            (DOLLARS IN THOUSANDS)


SCHEDULE IV

<TABLE>
<CAPTION>

                                                    CEDED TO      ASSUMED                   PERCENTAGE OF
                                                     OTHER      FROM OTHER        NET       AMOUNT ASSUMED
                                   GROSS AMOUNT    COMPANIES     COMPANIES      AMOUNT          TO NET
                                  -------------- ------------- ------------ -------------- ---------------
<S>                               <C>            <C>           <C>          <C>            <C>
YEAR ENDED DECEMBER 31, 1997
Life insurance in force .........  $40,221,361    $6,776,447    $2,692,822   $36,137,736          7.5%
                                   ===========    ==========    ==========   ===========          ===
Premiums:
 Individual life ................  $   395,361    $    4,910    $        -   $   390,452          0.0%
 Group life and health ..........        1,761           231         2,389         3,918         61.0
 Annuity ........................      822,149             -             -       822,149          0.0
                                   -----------    ----------    ----------   -----------         ----
                                   $ 1,219,271    $    5,141    $    2,389   $ 1,216,519          0.2%
                                   ===========    ==========    ==========   ===========         ====
YEAR ENDED DECEMBER 31, 1996
Life insurance in force .........  $28,168,880    $4,463,986    $2,210,601   $25,915,495          8.5%
                                   ===========    ==========    ==========   ===========         ====
Premiums:
 Individual life ................  $   292,239    $    2,863    $        -   $   289,376          0.0%
 Group life and health ..........        2,393           242         2,063         4,214         49.0
 Annuity ........................      740,125             -             -       740,125          0.0
                                   -----------    ----------    ----------   -----------         ----
                                   $ 1,034,757    $    3,105    $    2,063   $ 1,033,715          0.2%
                                   ===========    ==========    ==========   ===========         ====
YEAR ENDED DECEMBER 31, 1995
Life insurance in force .........  $19,438,203    $1,365,119    $1,619,378   $19,692,462          8.2%
                                   ===========    ==========    ==========   ===========         ====
Premiums:
 Individual life ................  $   189,870    $    1,727    $        -   $   188,143          0.0%
 Group life .....................        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%
                                   ===========    ==========    ==========   ===========         ====
</TABLE>
                                      105

<PAGE>
                                    PART II.
                               OTHER INFORMATION

                          UNDERTAKING TO FILE REPORTS

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

               REPRESENTATION PURSUANT TO SECTION 26(e) (2) (A)

      Western Reserve Life Assurance Co. of Ohio ("Western Reserve") hereby
represents that the fees and charges deducted under the Contracts, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Western Reserve.

                   STATEMENT WITH RESPECT TO INDEMNIFICATION

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

                         OHIO GENERAL CORPORATION LAW

      SECTION 1701.13 AUTHORITY OF CORPORATION.

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

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


                                      II-1
<PAGE>

            (a) Any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;

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

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

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

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

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

            (c) By the shareholders;

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

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

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

                  (i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with 


                                      II-2
<PAGE>

deliberate intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;

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

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

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

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

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

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

          SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

                                ARTICLE EIGHTH

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


                                      II-3
<PAGE>

fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendre or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

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

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

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

     (5) Expenses, including attorneys' fees incurred in defending any action,
suit, or proceeding referred to in sections (1) and (2) of this article, may be
paid by the corporation in advance of the final disposition of such action,
suit, or proceeding as authorized by the directors in the specific case upon
receipt of a written undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking need not be
submitted to the corporation. Such a determination 


                                      II-4
<PAGE>

that a written undertaking need not be submitted to the corporation shall in no
way affect the entitlement of indemnification as authorized by this article.

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

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

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

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

                AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

                                   ARTICLE V

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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


                                      II-5
<PAGE>

                             RULE 484 UNDERTAKING

     Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                      CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

   
     The facing sheet
     The Prospectus, consisting of 105 pages 
     The undertaking to file reports
     Representation Pursuant to Section 26(e)(2)(A) 
     The statement with respect to indemnification 
     The Rule 484 undertaking The signatures
    

Written consent of the following persons:

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

The following exhibits:

   
1.   The following  exhibits  correspond  to those  required by paragraph A to
     the instructions as to exhibits in Form N-8B-2:
     A.  (1)  Resolution of the Board of Directors of Western Reserve
              establishing the Series Account (1)
         (2)  Not Applicable
         (3)  Distribution of Policies:
              (a)  Master Service and Distribution Compliance Agreement (2)
              (b)  Broker/Dealer Supervisory and Service Agreement (2)
         (4)  Not Applicable
         (5)  Specimen Flexible Premium Variable Life Insurance Policy
         (6)  (a)  Second Amended Articles of Incorporation of Western 
                   Reserve (2)
              (b)  Amended Code of Regulations (By-Laws) of Western Reserve (2)
         (7)  Not Applicable
         (8)  (a) Investment Advisory Agreement with the Fund (1) 
              (b) Sub-Advisory Agreement (1)
         (9)  Not Applicable
         (10) Application for Flexible Premium Variable Life Insurance 
              Policy (6)
         (11) Memorandum describing issuance, transfer and redemption
              procedures
    

2.   See Exhibit 1.A.(3)


                                      II-6
<PAGE>

   
3.   Opinion of Counsel as to the legality of the securities being registered
    
4.   No financial statement will be omitted from the Prospectus pursuant to
     Instruction 1(b) or (c) of Part I

5.   Not Applicable
   
6.   Opinion and consent of Alan Yaeger as to actuarial matters pertaining to
     the securities being registered

7.   Consent of Thomas E. Pierpan, Esq.

8.   Consent of Sutherland Asbill & Brennan LLP

9.   Consent of Ernst & Young LLP

10.  Consent of PricewaterhouseCoopers LLP
    
11.  (a) Powers of Attorney (4) 
     (b) Power of Attorney - James R. Walker (5)

- ----------------------------------------
(1)   This exhibit was previously filed on Post-Effective Amendment No. 28 to
      Form N-1A Registration Statement dated April 28, 1997 (File No. 33-507)
      and is incorporated herein by reference.

(2)   This exhibit was previously filed on Post-Effective Amendment No. 11 to
      Form N-4 Registration Statement dated April 20, 1998 (File No. 33-49556)
      and is incorporated herein by reference.

(3)   This exhibit was previously filed on Post-Effective Amendment No. 1 to
      Form S-6 Registration Statement dated December 19, 1997 (File No.
      333-23359) and is incorporated herein by reference.

(4)   This exhibit was previously filed on Post-Effective Amendment No. 16 to
      Form S-6 Registration Statement dated April 21, 1998 (File No. 33-31140)
      and in incorporated herein by reference.

(5)   This exhibit was previously filed on Post-Effective Amendment No. 13 to
      Form S-6 Registration Statement dated December 24, 1996 (File No.
      33-31140) and is incorporated herein by reference.
   
(6)   This exhibit was previously filed on Initial Registration Statement to
      Form S-6 dated August 28, 1998 (File No. 333-62397) and is incorporated by
      reference.
    



                                      II-7
<PAGE>


                                   SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933, the registrant, WRL
Series Life Account, has duly caused this Pre-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of Largo, County of Pinellas, Florida on this 27th day of November, 1998.
    

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

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

ATTEST:



  /s/ THOMAS E. PIERPAN                     By:  /s/ JOHN R. KENNEY   
- -----------------------                         --------------------
Thomas E. Pierpan                           John R. Kenney
Vice President, Assistant Secretary         Chairman of the Board,
and Associate General Counsel               Chief Executive Officer
                                            and President


   
     Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
    

     SIGNATURE AND TITLE                                           DATE
     -------------------                                           ----
   
/s/ JOHN R. KENNEY                                           November 27, 1998
- -------------------------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President

/s/ ALLAN J. HAMILTON                                        November 27, 1998
- -------------------------------------
Allan J. Hamilton, Vice President,
Treasurer and Controller

/s/ ALAN M. YAEGER                                           November 27, 1998
- -------------------------------------
Alan M. Yaeger, Executive Vice
President, Actuary and Chief
Financial Officer*

/s/ PATRICK S. BAIRD                                         November 27, 1998
- -------------------------------------
Patrick S. Baird, Director ***/
    

<PAGE>

   
/s/ JAMES R. WALKER                                          November 27, 1998
- -------------------------------------
James R. Walker, Director ***/

/s/ LYMAN H. TREADWAY                                        November 27, 1998
- -------------------------------------
Lyman H. Treadway, Director ***/

/s/ JACK E. ZIMMERMAN                                        November 27, 1998
- -------------------------------------
Jack E. Zimmerman, Director ***/

- -----
*Principal Financial Officer

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


<PAGE>


                              Exhibit Index




   
EXHIBIT                         DESCRIPTION
  NO.                           OF EXHIBIT
- -------                         -----------

1.A.(5)      Specimen Flexible Premium Variable Life Insurance Policy

1.A.(11)     Memorandum describing issuance, transfer and redemption procedures

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

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

7.           Consent of Thomas E. Pierpan, Esq.

8.           Consent of Sutherland Asbill & Brennan LLP

9.           Consent of Ernst & Young LLP

10.          Consent of PricewaterhouseCoopers LLP
    


                                                                   EXHIBIT 99.A7

   
                               Exhibit 1.A.(5)

           Specimen Flexible Premium Variable Life Insurance Policy
    


<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                                (A STOCK COMPANY)

                           Home Office: Columbus, Ohio

                             Administrative Office:
                                  P.O. Box 5068
                            Clearwater, Florida 33758

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

IN THIS POLICY the Primary Insured is named on Page 3. The Primary Insured will
be referred to as YOU or YOUR. Western Reserve Life Assurance Co. Of Ohio will
be referred to as WE, OUR or US.

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

IF YOU DIE before the Maturity Date and while this Policy is In Force, WE WILL
PAY the Death Benefit Proceeds to the Beneficiary upon receipt of due proof of
Your death. THE AMOUNT OF THE DEATH BENEFIT PROCEEDS WILL INCREASE OR DECREASE
DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS IN THE SEPARATE
ACCOUNT AND ON THE DEATH BENEFIT OPTION SELECTED AS DESCRIBED IN THE DEATH
BENEFIT PROVISIONS.

IF YOU ARE ALIVE on the Maturity Date and this Policy is In Force, WE WILL PAY
the Net Surrender Value as of the Maturity Date. CASH VALUES WILL INCREASE OR
DECREASE IN ACCORDANCE WITH THE POLICY VALUE PROVISIONS AND THE INVESTMENT
EXPERIENCE OF THE SUBACCOUNTS IN THE SEPARATE ACCOUNT. CASH VALUES ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.

THE PROVISIONS on the following pages are part of this Policy.

IN WITNESS WHEREOF, We have signed this Policy at Our Office in Clearwater,
Florida as of the Policy Date.

     /s/ WILLIAM H. GEIGER                    /s/ JOHN R. KENNEY
     ---------------------                    ------------------
           Secretary                               President

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

RIGHT TO EXAMINE POLICY - The Owner may cancel this Policy by returning it to Us
at P.O. Box 5068, Clearwater, Florida 33758 or to the representative through
whom it was purchased within 10 days after receipt. If this Policy is returned
within this period, it will be void from the beginning and a refund will be made
to the Owner. The refund will equal the sum of:

   1. The difference  between the Premiums paid and the amounts  allocated
      to any Accounts under this Policy; plus
   2. The total amount of monthly deductions made and any other charges imposed
      on amounts allocated to the Account; plus
   3. The value of amounts allocated to any Accounts on the date We or Our agent
      receive the returned Policy.

If state law prohibits the calculation above, the refund will be the total of
all Premiums paid for this Policy.

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

                 Flexible Premium Variable Life Insurance Policy
   Death Benefit Proceeds Payable at Death of Insured Prior to Maturity Date
                  Net Surrender Value Payable at Maturity Date
  Flexible Premiums Payable During Lifetime of Insured Until the Maturity Date
                        Non-Participating - No Dividends
                    Some Benefits Reflect Investment Results


<PAGE>


                                  POLICY GUIDE


Policy Schedule..................................................    3

Rider Information................................................    4

Table of Guaranteed Rates........................................    4A

Definitions......................................................    5

General Provisions...............................................    7

Death Benefit Provisions.........................................    9

Premium Provisions...............................................   10

Separate Account Provisions......................................   11

Policy Value Provisions..........................................   13

Settlement Options...............................................   16

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

                                  ENDORSEMENTS



                                     Page 2

<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                               CLEARWATER, FLORIDA


                                 POLICY SCHEDULE


PRIMARY INSURED:        JOHN DOE     POLICY NUMBER:        01-23456789

ISSUE AGE AND SEX:     35 - MALE     POLICY DATE:         JUN 01, 1998

SPECIFIED AMOUNT:       $500,000     RECORD DATE:         JUN 01, 1998

OPTION TYPE:                   A     REALLOCATION DATE:   JUN 01, 1998

PLANNED PREMIUM:       $5,500.00     NO LAPSE DATE:       JUN 01, 2001
                        

PAYMENT FREQUENCY:      ANNUALLY     MATURITY DATE:       JUN 01, 2058

                                     INITIAL PREMIUM:       $ 5,500.00

                                     MINIMUM MONTHLY
                                     GUARANTEE PREMIUM:       $ 343.34


RATE CLASS:                             ULTIMATE STANDARD


MINIMUM SPECIFIED AMOUNT:               $ 250,000

SEPARATE ACCOUNT PROVISIONS

   SEPARATE ACCOUNT:                    WRL SERIES LIFE ACCOUNT

   REALLOCATION ACCOUNT:                MONEY MARKET ACCOUNT

   MORTALITY AND EXPENSE RISK CHARGE
     POLICY YEARS 1-15:                 .90% (ANNUALLY)
     POLICY YEARS 16+:                  .60% (ANNUALLY)

POLICY VALUE PROVISIONS

   MONTHLY POLICY CHARGE:               $ 5.00

   DEFERRED SURRENDER CHARGES

      SURRENDER CHARGE BASE PREMIUM:    $6,805.00

      ISSUE CHARGE:                     $5.00 PER $1,000 SPECIFIED AMOUNT

      INITIAL PERCENTAGE:               26.5%

      EXCESS PERCENTAGE:                8.4%

   SURRENDER CHARGE FACTOR
      END OF POLICY    AT ISSUE    1-10   11   12   13   14    15    16+
   YEAR*
                          1.0       1.0   .8   .6   .4   .2    0      0


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

                                     PAGE 3

<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                               CLEARWATER, FLORIDA

                           POLICY NUMBER: 01-23456789

                                RIDER INFORMATION


           RIDER                                    MONTHLY DEDUCTION



                                      NONE



THE MONTHLY DEDUCTIONS SHOWN ABOVE ARE APPLICABLE FOR THE FIRST POLICY MONTH.
FOR MONTHLY DEDUCTIONS AFTER THE FIRST POLICY MONTH, REFER TO THE RIDER FORM.

                                     PAGE 4

<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                               CLEARWATER, FLORIDA

                                 POLICY SCHEDULE

                           POLICY NUMBER: 01-23456789

                               TABLE OF GUARANTEED
                          MAXIMUM LIFE INSURANCE RATES

GUARANTEED RATE BASIS FOR INITIAL SPECIFIED AMOUNT ON PRIMARY INSURED
      COMMISSIONERS 1980 STANDARD ORDINARY MORTALITY TABLE
      MALE LIVES
      SMOKERS CLASSIFICATION

ANNUAL COST OF INSURANCE RATES PER $ 1,000

MONTHLY COST OF INSURANCE CALCULATIONS WILL USE ONE-TWELFTH OF THESE RATES


   ATTAINED AGE         ANNUAL RATE        ATTAINED AGE       ANNUAL RATE

     35                     2.63                  36              2.81
     37                     3.04                  38              3.30
     39                     3.60                  40              3.94
     41                     4.34                  42              4.75
     43                     5.22                  44              5.71
     45                     6.27                  46              6.83
     47                     7.44                  48              8.08
     49                     8.80                  50              9.50
     51                    10.44                  52             11.42
     53                    12.54                  54             13.80
     55                    15.14                  56             16.59
     57                    18.09                  58             19.69
     59                    21.35                  60             23.19
     61                    25.26                  62             27.59
     63                    30.23                  64             33.14
     65                    36.29                  66             39.57
     67                    43.01                  68             46.55
     69                    50.32                  70             54.48
     71                    59.09                  72             64.33
     73                    70.32                  74             76.66
     75                    83.77                  76             91.10
     77                    98.52                  78            105.91
     79                   113.49                  80            121.59
     81                   130.41                  82            140.20
     83                   151.03                  84            162.49
     85                   174.20                  86            185.78
     87                   197.06                  88            209.37
     89                   221.52                  90            233.69
     91                   246.12                  92            259.33
     93                   276.30                  94            298.15

                                    PAGE 4A

<PAGE>


                                   DEFINITIONS


ACCOUNTS. Allocation options including the Fixed Account and the Subaccounts of
the Separate Account.

AGE. Issue Age refers to the age on Your birthday nearest the Policy Date.
Attained Age refers to the Issue Age plus the number of completed policy years.

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

BENEFICIARY. The person or persons specified by the Owner to receive the Death
Benefit Proceeds upon Your death.

DEATH BENEFIT PROCEEDS. The amount payable upon Your death in accordance with
the Death Benefit Provisions.

FIXED ACCOUNT. An allocation option other than the Separate Account.

IN FORCE. Condition under which the coverage under this Policy or Rider, if any,
is active and the insured's life remains insured.

INTERNAL REVENUE CODE. The Internal Revenue Code of 1986, as amended.

INITIAL PREMIUM. The amount which must be paid before coverage begins. The
amount is shown on the Policy Schedule page.

LOAN RESERVE. A portion of the Fixed Account used as collateral for any policy
loan.

MATURITY DATE. The Anniversary nearest Your 95th birthday on which coverage
under this Policy will terminate if You are living and this Policy is In Force.
The Maturity Date may be extended as provided in the Extension of Maturity Date
section of the General Provisions.

MONTHIVERSARY. The day of each month coinciding with the Policy Date. If there
is no day in a calendar month which coincides with the Policy Date, the
Monthiversary will be the first day of the next month.

NET SURRENDER VALUE. The amount payable upon Surrender in accordance with the
Policy Value Provisions of this Policy.

NO LAPSE DATE. The date, as shown on the Policy Schedule page, prior to which
this Policy will not lapse if certain conditions are met, even though the Net
Surrender Value may be insufficient to meet the monthly deductions.

OFFICE. Refers to Our Administrative Office located in Clearwater, Florida.

                                     Page 5

<PAGE>


POLICY DATE. The date coverage is effective and monthly deductions commence
under this Policy. Policy months, years and anniversaries are measured from the
Policy Date, as shown on the Policy Schedule page.

PREMIUM. The Premium available for allocation as set forth in the Policy Value
Provisions.

REALLOCATION DATE. The date on which any Premiums are reallocated from the
Reallocation Account to the Accounts as elected by the Owner on the application.
The Reallocation Date is shown on the Policy Schedule page.

RECORD DATE. The date this Policy is recorded on Our books as an In Force
Policy. The Record Date is shown on the Policy Schedule page.

RIDER. Any attachment to this Policy which provides additional coverages or
benefits.

SEC. The Securities and Exchange Commission.

SEPARATE ACCOUNT. A separate investment Account shown on the Policy Schedule
page which is composed of several Subaccounts established to receive and invest
Premiums under this Policy.

SERIES FUND. A designated mutual fund from which each Subaccount of the Separate
Account will buy shares.

SUBACCOUNT. A sub-division of the Separate Account. Each Subaccount invests
exclusively in the shares of a specified Series Fund Portfolio.

SURRENDER. The Termination of the Policy at the option of the Owner.

TERMINATION. Condition under which the coverage under this Policy or a Rider, if
any, is no longer In Force and the insured's life is no longer insured.

VALUATION DATE. Any day We are required by law to value the assets of the
Separate Account.

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

WRITTEN NOTICE. Written Notice means a notice by the Owner to Us requesting or
exercising a right of the Owner as provided in the Policy provisions. In order
for a notice to be considered a Written Notice, it must be in writing, signed by
the Owner, be in a form acceptable to Us, and contain the information and
documentation, as determined in Our sole discretion, necessary for Us to take
the action requested or for the Owner to exercise the right specified. A Written
Notice will not be considered complete until all necessary supporting
documentation required or requested by Us has been received by Us at our
Administrative Office.

                                     Page 6

<PAGE>


                          GENERAL PROVISIONS



THE CONTRACT. This Policy is issued in consideration of the attached application
and payment of the Initial Premium. This Policy, the attached application and
any additional applications at the time of reinstatement constitute the entire
contract. All statements in these applications, in the absence of fraud, will be
deemed representations and not warranties. No statement can be used to void this
Policy or be used in defense of a claim unless it is contained in the written
application. No policy provision can be waived or changed except by endorsement.
Such endorsement must be signed by Our President or Secretary.

OWNERSHIP. This Policy belongs to the Owner. The Owner, as named in the
application or subsequently changed, may exercise all rights under this Policy
during Your lifetime including the right to transfer ownership. If the Owner
should die during Your lifetime, ownership of this Policy will pass to the
Owner's estate if no Contingent Owner is named.

We will not be bound by any change in the ownership designation unless it is
made in writing and received at Our Office. The change will be effective on the
date it was signed; however, no change will apply to any payment We made before
the change is received. If We request, this Policy must be returned to Our
Office for endorsement.

BENEFICIARY. The Beneficiary, as named in the application or subsequently
changed, will receive the benefits payable at Your death. If the Beneficiary
dies before You, the Contingent Beneficiary, if named, becomes the Beneficiary.
If no Beneficiary survives You, the benefits payable at Your death will be paid
to the Owner or the Owner's estate.

We will not be bound by any change in the Beneficiary designation unless it is
made in writing and received at Our Office. The change will be effective on the
date it was signed; however, no change will apply to any payment We made before
the change is received. If We request, this Policy must be returned to Our
Office for endorsement.

ASSIGNMENT. This Policy may be assigned. We will not be bound by any assignment
unless made in writing and received at Our Office; however, no assignment will
apply to any payment made before the assignment is received. We assume no
responsibility for the validity of any assignment.

INCONTESTABILITY. This Policy shall be incontestable as to the Specified Amount
after it has been In Force, while You are still alive, for two years from the
Policy Date.

If this Policy is reinstated, a new two year contestability period (apart from
any remaining contestability period) shall apply from the date of the
application for reinstatement and will apply only to statements made in the
application for reinstatement.

SUICIDE. If You die by suicide, while sane or insane, within two years from the
Policy Date, or two years from the effective date of any reinstatement of this
Policy, this Policy shall terminate and Our total liability, including all
Riders attached to this Policy, will be limited to the total Premiums paid, less
any loans and prior withdrawals, during such period.

                                     Page 7

<PAGE>


EXTENDED MATURITY DATE. The Owner may request that the Maturity Date shown on
the Policy Schedule page be extended. The request must be in writing and
received by Us at least 90 days, but no more than 180 days, prior to the
scheduled Maturity Date. Any Riders In Force on the scheduled Maturity Date will
terminate on that date and will not be extended. Interest on any outstanding
policy loan will continue to accrue during the period for which the Maturity
Date is extended.

The Maturity Date will be extended in accordance with either (1) or (2) below,
as elected by the Owner at the time the request is made. If (2) is chosen, the
Owner may elect to change to (1) at any time. Changes from (1) to (2) are not
permitted.

   (1) If the death benefit Option Type is other than Option A, the Option Type
       will be changed to Option A. Subsequent changes to the Option Type will
       not be allowed. On each Valuation Date, the Specified Amount will be
       adjusted to equal the Cash Value, and the Limitation Percentage will be
       100%. No additional Premium payments will be permitted except if required
       to prevent lapse of this Policy. All future monthly deductions will be
       waived.
   (2) The Maturity Date will be automatically extended until the next Policy
       Anniversary. At least 90 days, but no more than 180 days, prior to each
       subsequent Policy Anniversary, the Owner must request that the Maturity
       Date be extended each Policy Year. All benefits and charges will continue
       as set forth in this Policy. Annual Cost of Insurance Rates will be
       adjusted using the then current cost of insurance rates.

ISSUE AGE AND SEX. If Your date of birth or sex is not correctly stated, the
death benefit will be adjusted. 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 Your correct date of birth and sex.

ANNUAL REPORT. We will send a report to the Owner at least once each year. It
will show for this Policy:

   1. The current cash value;              5. Activity  since the last report;
   2. The current Net Surrender Value;     6. Projected values.
   3. The current death benefit;           7. The investment experience of
   4. Any current policy loans;               each Subaccount.
   

TERMINATION. This Policy will terminate on the earliest of:

   1. The Maturity Date, unless extended;   3. The end of the grace period;
   2. The date of Your death;               4. The date of Surrender.

POLICY PAYMENT. All proceeds to be paid upon Termination will be paid in one sum
unless otherwise elected under the Settlement Options of this Policy.

All payments and transfers from the Subaccounts will be processed as provided in
this Policy unless one of the following situations exists:

   1. The New York Stock Exchange is closed; or
   2. The SEC requires that trading be restricted or declares an emergency; or
   3. The SEC allows Us to defer payments to protect Our policyowners.

                                     Page 8

<PAGE>


We reserve the right to defer the payment of any Fixed Account values for the
period permitted by law, but not for more than six months.

CONVERSION RIGHTS. At any time upon written request within the first two policy
years, the Owner may elect to transfer all Subaccount values to the Fixed
Account without a transfer charge.

PROTECTION OF PAYMENTS. Unless the Owner directs by Written Notice, no
Beneficiary may assign any payments under this Policy before the same are due.
To the extent permitted by law, no payments under this Policy will be subject to
the claims of creditors of any Beneficiary.

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

                            DEATH BENEFIT PROVISIONS


DEATH BENEFIT. The death benefit is based upon the Specified Amount, Option Type
and the Limitation Percentage applicable at time of death.

SPECIFIED AMOUNT. The Specified Amount is as shown on the Policy Schedule page,
unless changed in accordance with the Changes section or reduced by a cash
withdrawal.

OPTION TYPE. The Option Type is as shown on the Policy Schedule page, unless
changed in accordance with the Changes section of this provision.

If Option Type A is in effect, the death benefit is the greater of:

   1. the Specified Amount; or
   2. the Limitation Percentage times the cash value of this Policy on the date
      of Your death.

If Option Type B is in effect, the death benefit is the greater of:

   1. the Specified Amount plus the cash value of this Policy on the date of 
      Your death; or
   2. the Limitation Percentage times the cash value of this Policy on the date
      of Your death.

LIMITATION PERCENTAGE. The Limitation Percentage is a percentage based on Your
Attained Age at the beginning of the policy year equal to:


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

                                     Page 9

<PAGE>


CHANGES. The Owner may change the Option Type or decrease the Specified Amount
after the third policy year by written request. Either one change or one
decrease may be allowed within each policy year. The change will be effective on
the first Monthiversary on or next following the day We receive the request. No
change in the type of death benefit will be allowed if the resulting Specified
Amount would be less than the Minimum Specified Amount shown on the Policy
Schedule page. The Specified Amount will be changed as follows:

   1. If the change is from Option Type A to Option Type B, the Specified Amount
      after such change will be equal to:
      (a) the Specified Amount prior to such change; minus 
      (b) the cash value on the date of change.
   2. If the change is from Option Type B to Option Type A, the Specified Amount
      after such change will be equal to:
      (a) the Specified Amount prior to such change; plus 
      (b) the cash value on the date of change.

The Specified Amount may be decreased at any time after the third policy year.
Increases in Specified Amount are not permitted. We reserve the right to limit
any decrease to no more than 20% of the then current Specified Amount. The
request for change must be in writing from the Owner. Any decrease will become
effective on the first Monthiversary on or next following the day We receive the
request. No decrease will be allowed if (a) the Specified Amount after any
requested decrease would be less than the Minimum Specified Amount shown on the
Policy Schedule page; or (b) the requested decrease would force a cash
withdrawal in order to maintain compliance with the definition of a life
insurance contract as defined by the Internal Revenue Code and applicable
regulations.

DEATH BENEFIT PROCEEDS. The Death Benefit Proceeds is the amount payable by Us
under this Policy provided this Policy has not terminated prior to Your death.
The Death Benefit Proceeds will be equal to:

   1. The death benefit; minus
   2. Any monthly deductions due during the grace period; minus 
   3. Any outstanding policy loan; plus 
   4. Any unearned loan interest.

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

                               PREMIUM PROVISIONS

PAYMENT. The Initial Premium shown on the Policy Schedule page must be paid on
or before the Policy Date. All Premiums after the Initial Premium are payable at
Our Office.

PREMIUMS. The amount and frequency of Planned Premiums are shown on the Policy
Schedule page. The amount and frequency may be changed upon request, subject to
Our approval.

While this Policy is In Force, additional Premiums may be paid at any time prior
to the Maturity Date. We reserve the right to limit or refund any Premium if:

   1. The amount is below Our current Premium amount requirement; or 
   2. The Premium would increase the death benefit by more than the amount of 
      the Premium; or
   3. The Premium would disqualify this Policy as a life insurance contract as
      defined by the Internal Revenue Code and applicable regulations.

                                    Page 10

<PAGE>


GRACE PERIOD. If the Net Surrender Value on any Monthiversary is not sufficient
to cover the monthly deductions on such day, We will mail a notice to the last
known address of the Owner and any assignee of record. A grace period of 61 days
after the mailing date of the notice will be allowed for the payment of
Premiums. The payment must at least be sufficient to cover the sum of the
monthly deductions due within the grace period. The notice will specify the
minimum payment and the final date on which such payment must be received by Us
to keep this Policy In Force. This Policy will remain In Force during the grace
period. If the amount due is not received by Us within the grace period, all
coverage under this Policy and any Riders will terminate without value at the
end of the grace period.

Until the No Lapse Date shown on the Policy Schedule page, no grace period will
begin provided the total Premiums received (minus any withdrawals, minus any
outstanding loans, and minus any pro rata decrease charge deducted from the cash
value) equals or exceeds the Minimum Monthly Guarantee Premium times the number
of months since the Policy Date, including the current month. The Minimum
Monthly Guarantee Premium is as shown on the Policy Schedule page unless changed
due to a requested change under this Policy. Upon such change, the Owner will be
notified of the new Minimum Monthly Guarantee Premium and the effective date for
the new Premium.

REINSTATEMENT. If this Policy terminates, as provided in the Grace Period
provision, it may be reinstated. The reinstatement is subject to:

   1. Receipt at Our Office of a written request from the Owner. Such request
      must be within 5 years after the date of Termination and prior to the
      Maturity Date; and
   2. Receipt of evidence of insurability satisfactory to Us; and 
   3. Payment of a minimum Premium sufficient to cover (a) one monthly
      deduction at the time of Termination, plus (b) the next 2 monthly
      deductions which will become due after the time of reinstatement; and
   4. Payment of an additional amount sufficient to cover any Deferred Surrender
      Charges as of the date of reinstatement.

The effective date of a reinstatement shall be the first Monthiversary on or
next following the day We approve the application for reinstatement. Any policy
loan as of the date of Termination will not be reinstated. Any cash value equal
to the policy loan on the date of reinstatement will also not be reinstated.

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

                           SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT. The variable benefits under this Policy are provided
through the Separate Account referenced on the Policy Schedule page. The assets
of the Separate Account are Our property. Assets equal to the liabilities of the
Separate Account will not be charged with liabilities arising out of any other
business We may conduct. If the assets of the Separate Account exceed the
liabilities arising under the policies supported by the Separate Account, then
the excess may be used to cover the liabilities of Our general account. The
assets of the Separate Account shall be valued as often as any policy benefits
vary, but at least monthly.

SUBACCOUNTS. The Separate Account has various Subaccounts with different
investment objectives. Income and realized and unrealized gains and losses from
assets in each Subaccount are credited to, or charged against, that Subaccount
without regard to income, gains, or losses in other Subaccounts. Any amount
charged against the investment base for federal or state income taxes will be
deducted from that Subaccount. The assets of the Subaccounts are invested in
shares of a corresponding investment portfolio of the Series Fund. The value of
such shares is based on the value of the investment portfolio determined at the
end of each Valuation Period in accordance with applicable law.

                                    Page 11

<PAGE>


TRANSFERS. The Owner may transfer all or a portion of this Policy's value in its
Subaccounts to other Subaccounts or the Fixed Account. We reserve the right to
charge a $10 fee for each transfer after the first twelve transfers during any
one policy year. This charge will be deducted from the amounts transferred. We
must be notified in a form satisfactory to Us. The transfer will ordinarily take
effect on the first Valuation Date on or following the date notice is received
at Our Office.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. We reserve the right to
transfer assets of the Separate Account, which We determine to be associated
with the class of contracts to which this Policy belongs, to another Separate
Account. If this type of transfer is made, the term "Separate Account", as used
in this Policy, shall then mean the Separate Account to which the assets were
transferred. We also reserve the right to add, delete, or substitute investments
held by any Subaccount.

We reserve the right, when permitted by law, to:

   1. Deregister the Separate Account under the Investment  Company Act
      of 1940;
   2. Manage the Separate Account under the direction of a committee at any
      time;
   3. Restrict or eliminate any voting privileges of owners or other persons who
      have voting privileges as to the Separate Account;
   4. Combine the Separate Account or any Subaccount(s) with one or more other
      Separate Accounts or Subaccounts;
   5. Operate the Separate Account as a management investment company; 
   6. Establish additional Subaccounts to invest in either a new series of the 
      Series Fund, or in shares of another  diversified, open-end registered 
      investment company; and
   7. Fund additional classes of variable life insurance contracts through the
      Separate Account.

CHANGE OF INVESTMENT OBJECTIVES. We reserve the right to change the investment
objective of a Subaccount. If required by law or regulation, an investment
objective of a Subaccount, or of a Series Fund portfolio designated for a
Subaccount, will not be materially changed unless a statement of the change is
filed with and approved by the appropriate insurance official of the state of
Our domicile or deemed approved in accordance with such law or regulation. If
required, approval of or change to any investment objective will be filed with
the Insurance Department of the state in which this Policy is delivered.

UNIT VALUE. Some of this Policy's values fluctuate with the investment results
of the Subaccounts. In order to determine how investment results affect this
Policy's values, a unit value is determined for each Subaccount. The unit value
of each Subaccount was originally established at $10 per unit. The unit value
may increase or decrease from one Valuation Period to the next. Unit values also
will vary between Subaccounts. The unit value of any Subaccount at the end of a
Valuation Period is the result of:

   1. The total value of the assets held in the Subaccount. This value is
      determined by multiplying the number of shares of the designated Series
      Fund portfolio for the Subaccount times the portfolio's net asset value
      per share; minus
   2. The accrued risk charge for adverse mortality and expense experience. The
      daily amount of this charge is equal to the daily net assets of the
      Subaccount multiplied by the daily equivalent of the Mortality and Expense
      Risk Charge. The maximum annual factor for the Mortality and Expense Risk
      Charge is shown on the Policy Schedule page; minus
   3. The accrued amount of reserve for any taxes that are determined by Us to
      have resulted from the investment operations of the Subaccount; and the
      result divided by
   4. The number of outstanding units in the Subaccount.

The use of the unit value in determining policy values is described in the
Policy Value Provisions.

                                    Page 12

<PAGE>


                             POLICY VALUE PROVISIONS


PREMIUM. The Premium equals each Premium as paid.

ALLOCATION OF PREMIUMS. Each Premium paid is allocated to the Accounts on the
first Valuation Date on or following the date the Premium is received at Our
Office; except any Premium received prior to the Policy Date will be allocated
on the first Valuation Date on or following the Record Date. All Premiums
allocated prior to the Reallocation Date will be allocated to the Reallocation
Account set forth on the Policy Schedule page. On the first Valuation Date on or
following the Reallocation Date, the values in the Reallocation Account will be
transferred in accordance with the Owner's allocation as shown in the
application.

We reserve the right to limit any allocation to any Account to no less than 1%.
No fractional percentages may be permitted. The allocation may be changed by the
Owner. We reserve the right to impose a charge of $25 for each change of
allocation in excess of one per policy year quarter. The request for change of
allocations must be in a form satisfactory to Us. The allocation change will be
effective on the date the request for change is recorded by Us.

MONTHLY DEDUCTIONS. On the Policy Date and each Monthiversary, a monthly
deduction for this Policy will be made equal to the sum of the following:

   1. The Monthly Policy Charge as shown on the Policy Schedule page;
   2. The monthly cost of insurance for this Policy;
   3. The charge for benefits provided by Riders attached to this Policy;
   4. The pro rata decrease charge incurred as a result of a decrease in the
      Specified Amount.

Deductions will be withdrawn from each Account in accordance with the Owner's
current allocation. 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.

MONTHLY COST OF INSURANCE. The monthly cost of insurance on each Monthiversary
is determined as follows:

   1. Divide the death benefit on the Monthiversary by 1.0024663; and 
   2. Reduce  the result by the cash value on the Monthiversary; and 
   3. Multiply (2) by the appropriate monthly cost of insurance rates.

MONTHLY COST OF INSURANCE RATES. The monthly cost of insurance rates are based
on the sex, Attained Age, plan of insurance and rating class of the person(s)
insured. Monthly cost of insurance rates may be changed by Us from time to time.
A change in the cost of insurance rates will apply to all persons of the same
Attained Age, sex, plan of insurance and rating class and whose policies have
been in effect for the same length of time. The rates will not exceed those
shown in the Table of Guaranteed Maximum Life Insurance Rates.

SUBACCOUNT VALUE. At the end of any Valuation Period, the Subaccount value is
equal to the number of units that this Policy has in the Subaccount, multiplied
by the unit value of that Subaccount.

The number of units that this Policy has in each Subaccount is equal to:

                                    Page 13

<PAGE>


   1. The initial units purchased on the Policy Date; plus 
   2. Units purchased at the time additional Premiums are allocated to the 
      Subaccount; plus
   3. Units purchased through transfers from another Account; minus 
   4. Those units that are redeemed to pay for monthly deductions as they are 
      due; minus
   5. Any units that are redeemed to pay for cash withdrawals; minus       
   6. Any units that are redeemed as part of a transfer to another Account; 
      minus
   7. Any units that are redeemed to pay the pro rata decrease charge incurred
      as a result of a decrease in the Specified Amount.

FIXED ACCOUNT VALUE. At the end of any Valuation Period, the Fixed Account value
is equal to:

   1. The sum of all Premiums allocated to the Fixed Account; plus 
   2. Any amounts transferred from a Subaccount 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  amounts  withdrawn  from the Fixed  Account  to pay for cash
      withdrawals; minus
   6. Any amounts transferred from the Fixed Account to a Subaccount; minus
   7. Any units withdrawn from the Fixed Account to pay the pro rata decrease
      charge incurred as a result of a decrease in the Specified Amount.

Interest on the Fixed Account will be compounded daily at a minimum guaranteed
effective annual interest rate of 3% per year on unloaned amounts, and a minimum
guaranteed effective annual interest rate of 4% per year for loaned amounts. We
may declare from time to time various higher current interest rates. We may also
apply a different current interest rate to that part of the cash value that
equals the Loan Reserve.

On transfers from the Fixed Account to a Subaccount, We reserve the right to
impose the following limitations:

   1. Written request be received at Our Office from the Owner within 30 days
      after an Anniversary.
   2. The transfer will ordinarily take effect on the first Valuation Date on or
      following the date We receive such Written Request.
   3. The amount that may be transferred is 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.

We further reserve the right to defer payment of any amounts from the Fixed
Account for no longer than six months after We receive such written request.

CASH VALUE. At the end of any Valuation Period, the cash value of this Policy is
equal to the sum of the Subaccount values plus the Fixed Account value.

SURRENDER. The Owner may Surrender this Policy for the Net Surrender Value at
any time during Your lifetime. Payment will usually be made within seven days of
the date We receive proper written request at Our Office, subject to the Policy
Payment section of the General Provisions.

NET SURRENDER VALUE. The Net Surrender Value is the amount payable upon
Surrender of this Policy. The Net Surrender Value as of any date is equal to:

   1. the cash value as of such date; minus
   2. any Deferred Surrender Charges as of such date; minus
   3. any outstanding policy loan; plus
   4. any unearned loan interest.

                                    Page 14

<PAGE>


DEFERRED SURRENDER CHARGES. During the first 15 policy years, Deferred Surrender
Charges will be incurred upon Surrender of this Policy. They are calculated as:

   (a) x (b+c+d) where:

   (a) is the Surrender Charge Factor varying by policy year as shown on the
       Policy Schedule page;
   (b) is the Issue Charge as shown on the Policy Schedule page times the
       Specified Amount at issue;
   (c) is the Initial Percentage as shown on the Policy Schedule page times the
       sum of all Premiums paid up to the Surrender Charge Base Premium as shown
       on the Policy Schedule page;
   (d) is the sum of all Premiums paid in excess of the Surrender Charge Base
       Premium times the Excess Percentage as shown on the Policy Schedule page.

PRO RATA DECREASE CHARGE. If, during the first 15 policy years, the Specified
Amount is decreased, a pro rata portion of the Deferred Surrender Charges will
be deducted from the cash value. The pro rata decrease charge is equal to:

   1. the amount of the Specified Amount decrease; divided by
   2. the Specified Amount at issue; multiplied by
   3. the then  current  Deferred  Surrender  Charges as of the date of
      the decrease applicable to the Specified Amount at issue, as determined
      under the Deferred Surrender Charges provision above.

A pro rata decrease charge will not be deducted from the cash value when a
Specified Amount decrease results from (a) a change in Option Type, or (b) a
withdrawal when the death benefit is Option Type A, as described in the
Withdrawals provision below. If a pro rata decrease charge is deducted due to a
decrease in Specified Amount, any future surrender charges incurred during the
first 15 policy years will be reduced proportionately.

WITHDRAWALS. Cash withdrawals may be made any time after the first policy year
and during Your lifetime. Only one withdrawal is allowed during a policy year.
The amount of a withdrawal may be limited to no less than $500 and to no more
than 10% of the Net Surrender Value. The request for a withdrawal must be from
the Owner and in writing. A processing fee of the lesser of 2% of the amount
withdrawn or $25 will be deducted from each withdrawal amount and the balance
paid to the Owner.

When a withdrawal is made, the cash value shall be reduced by the amount of the
withdrawal. If the death benefit is Option Type A, the Specified Amount shall
also be reduced by the amount of the withdrawal. These reductions will result in
a reduction in the death benefit, which may be determined from the Death Benefit
Provisions section. No withdrawal will be allowed if the resulting Specified
Amount would be less than the Minimum Specified Amount shown on the Policy
Schedule page.

The Accounts from which the withdrawal will be made may be specified. If no
Account is specified, the withdrawal amount will be withdrawn from each Account
in accordance with the current Premium allocation. Payment will usually be made
within seven days of the date We receive proper withdrawal request, subject to
the Policy Payment section of the General Provisions of this Policy.

CONTINUATION OF INSURANCE. Subject to the Grace Period provision of the Premium
Provisions, insurance coverage under this Policy and any benefits provided by
Rider will be continued In Force until the Net Surrender Value is insufficient
to cover the monthly deductions. This provision shall not continue this Policy
beyond the Maturity Date nor continue any Rider beyond the date for its
Termination, as provided in the Rider.

                                    Page 15

<PAGE>


INSUFFICIENT VALUE. If the Net Surrender Value on any Monthiversary is not
sufficient to cover the monthly deductions then due, this Policy shall terminate
subject to the Grace Period section of the Premium Provisions.

BASIS OF COMPUTATIONS. Policy values and reserves are at least equal to those
required by law. A detailed statement of the method of computation of values and
reserves has been filed with the insurance department of the state in which this
Policy was delivered.

POLICY LOANS. After the first policy year and during the continuance of this
Policy, the Owner can borrow against this Policy an amount which is not greater
than 90% of the cash value, less any Deferred Surrender Charges and any
outstanding policy loan. The amount of any policy loan may be limited to no less
than $500, except as noted below.

When a loan is made, an amount equal to the loan plus interest in advance until
the next Anniversary will be withdrawn from the Accounts and transferred to the
Loan Reserve. The Owner may specify the Account or Accounts from which the
withdrawal will be made. If no Account is specified, the withdrawal will be made
from each Account in accordance with the current Premium allocation.

The loan date is the date We process a loan request. Payment will usually be
made within seven days of the date We receive a proper loan request, subject to
the Policy Payment section of the General Provisions of this Policy. This Policy
will be the sole security for the loan.

While this Policy is In Force, any loan may be repaid. Any amounts received on
this Policy will be considered Premiums unless clearly marked as loan
repayments.

Interest on any loan will be at the policy loan rate of 5.2%, payable annually
in advance. Interest is due at each Anniversary. Interest not paid when due will
be added to the loan and will bear interest at the same rate.

At each Anniversary, We will compare the amount of the outstanding loan
(including interest in advance until the next Anniversary, if not paid) to the
amount in the Loan Reserve. We will also make this comparison anytime the Owner
repays all or part of the loan. At each such time, if the amount of the
outstanding loan exceeds the amount in the Loan Reserve, We will withdraw the
difference from the Accounts and transfer it to the Loan Reserve, in the same
fashion as when a loan is made. If the amount in the Loan Reserve exceeds the
amount of the outstanding loan, We will withdraw the difference from the Loan
Reserve and transfer it to the Accounts in accordance with the Owner's current
allocation. However, We reserve the right to require the transfer to the Fixed
Account if such loans were originally transferred from the Fixed Account.

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

                               SETTLEMENT OPTIONS

EFFECTIVE DATE AND FIRST PAYMENT DUE. The effective date of a settlement
provision will be either the date of Surrender or the date of death. The first
payment due will be on the effective date of the settlement provision.

BETTERMENT OF MONTHLY ANNUITY. The payee will receive the greater of:

   1. The income rate guaranteed in this Policy; or 
   2. The income rates in effect for Us at the time income payments are made.

                                    Page 16

<PAGE>


AVAILABILITY. If the payee is not a natural person, an Optional Method of
Settlement is only available with Our permission. No Optional Method of
Settlement is available if:

   1. The payee is an assignee; or
   2. The periodic payment is less than $20.

AGE. Age, when required, means age nearest birthday on the effective date of the
option. We will furnish rates for other ages and for two males or two females
upon request.

PROOF OF AGE AND SEX. Prior to making the first payment under this Policy We
reserve the right to require satisfactory evidence of the birthdate and sex of
any payee.

PROOF OF SURVIVAL. Prior to making any payment under this Policy We reserve the
right to require satisfactory evidence that any payee is alive on the due date
of such payment.

INTEREST. All settlement options are based on the 1983 Individual Annuity
Mortality Table, if applicable, and a guaranteed annual interest rate of 3%.



                     TABLE OF OPTIONAL METHODS OF SETTLEMENT
                  DESCRIPTION AND TABLES OF MONTHLY INSTALLMENT
                             PER $1,000 OF PROCEEDS.



Option A - Fixed Period. The proceeds will be paid in equal installments. The
installments will be paid over a fixed period determined from the following
table:

                          FIXED PERIOD
                          (IN MONTHS)   FACTOR
                          --------------------
                              60        17.91
                             120         9.61
                             180         6.87
                             240         5.51

                                    Page 17

<PAGE>


Option B - Life Income. The proceeds will be paid in equal installments
determined from the following table. Such installments are payable:

   1. during the payee's lifetime only (Life Annuity); or
   2. during a 10 year fixed period certain and for the payee's remaining 
      lifetime (Certain Period); or
   3. until the sum of installments paid equals the annuity proceeds applied and
      for the payee's remaining lifetime (Installment Refund).


PAYEE'S     LIFE ANNUITY         CERTAIN PERIOD     INSTALLMENT REFUND
AGE      MALE  FEMALE UNISEX  MALE   FEMALE UNISEX  MALE  FEMALE UNISEX
- -------------------------------------------------------------------------

55       4.20   3.81   4.01   4.15    3.79   3.98   4.00   3.71   3.85
60       4.67   4.17   4.43   4.59    4.14   4.37   4.37   4.02   4.19
65       5.33   4.68   5.01   5.17    4.61   4.90   4.84   4.42   4.62
70       6.26   5.39   5.82   5.89    5.24   5.58   5.45   4.94   5.18
75       7.53   6.42   6.97   6.75    6.06   6.42   6.24   5.64   5.91
80       9.33   7.95   8.63   7.66    7.04   7.37   7.25   6.57   6.88
85      11.84  10.21  11.02   8.48    8.04   8.27   8.55   7.78   8.14
90      15.31  13.49  14.40   9.08    8.81   8.96  10.21   9.30   9.74



Option C - Joint and Survivor Life Income. The proceeds will be paid in equal
installments during the joint lifetime of two payees:

    1. continuing upon the death          2. reduced by one-third upon
       of the first payee for the            the death of the first
       remaining lifetime of the             payee and continuing for
       survivor; or                          the remaining lifetime of
                                             the survivor.

         Joint Life Income with                Joint Life Income with
         Full Amount to Survivor                  2/3 to Survivor


      55   60    65    70    75            55    60   65    70    75
     -----------------------------        -----------------------------

55   3.97 4.13  4.26  4.38  4.46     55   4.37  4.59 4.83  5.09  5.36
60   4.13 4.35  4.56  4.75  4.89     60   4.59  4.86 5.15  5.48  5.81
65   4.26 4.56  4.87  5.16  5.41     65   4.83  5.25 5.53  5.93  6.36
70   4.38 4.75  5.26  5.60  6.00     70   5.09  5.48 5.93  6.45  7.02
75   4.46 4.89  5.41  6.00  6.61     75   5.36  5.81 6.36  7.02  7.76


                                    Page 18

<PAGE>



                  THIS PAGE INTENTIONALLY LEFT BLANK



<PAGE>


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                           Home Office: Columbus, Ohio

                             Administrative Office:
                                  P.O. Box 5068
                            Clearwater, Florida 33758



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



                 Flexible Premium Variable Life Insurance Policy
    Death Benefit Proceeds Payable at Death of Insured Prior to Maturity Date
                  Net Surrender Value Payable at Maturity Date
  Flexible Premiums Payable During Lifetime of Insured Until the Maturity Date
                        Non-Participating - No Dividends
                    Some Benefits Reflect Investment Results





                                                                   EXHIBIT 99.A4





   
                               Exhibit 1.A.(11)

      Memorandum describing issuance, transfer and redemption procedures
    





<PAGE>


           INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO'S
                  ISSUANCE, REDEMPTION AND TRANSFER PROCEDURES

     This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Western Reserve Life
Assurance Co. of Ohio ("Western Reserve") in connection with the issuance of the
Individual Flexible Premium Variable Life Insurance Policy ("Policy") described
in this Registration Statement, the transfer of assets held thereunder, and the
redemption by Policyowners of their interest in the Policies.

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

1.   "Public Offering Price":

     PURCHASE AND RELATED TRANSACTIONS

     Set out below is a summary of the principal Policy provisions and
administrative procedures, which might be deemed to constitute, either directly
or indirectly, a "purchase" transaction. The summary shows that, because of the
insurance nature of the Policies, the procedures involved necessarily differ in
certain significant respects from the purchase procedures for mutual funds and
contractual plans.

     (a)   PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

     Premiums for the Policies will not be the same for all Policyowners.
Western Reserve will require the Policyowner to pay an initial premium that is
at least equal to a minimum monthly first year premium set forth in the Policy.
Policyowners will determine a planned periodic premium payment schedule that
provides for a level premium payable at a fixed interval for a specified period
of time. Payment of premiums in accordance with this schedule is not, however,
mandatory, and failure to make a planned periodic premium payment will not of
itself cause the Policy to lapse. Instead, Policyowners may make premium
payments in any amount at any frequency, subject only to the minimum premium
amount(1), and the maximum premium limitation. If at any time a premium is paid
which would result in total premiums exceeding the current maximum premium
limitation set forth in the Policy, Western Reserve will accept only that
portion of the premium which will make total premiums equal that amount. Any
portion of the

- ------------
1    The minimum premium amount is currently $84.00.


                                       -1-

<PAGE>

premium in excess of that amount will be returned to the Policyowner and no
further premiums will be accepted until allowed by the current maximum premium
limitations set forth in the Policy. The Policy will remain in force so long as
net surrender value is sufficient to pay certain monthly charges imposed in
connection with the Policy. Thus, the amount of a premium, if any, that must be
paid to keep the Policy in force depends upon the net surrender value of the
Policy, which in turn depends on such factors as the investment experience and
the cost of insurance charge. However, until the No Lapse Date shown on the
Policy Schedule Page, the Policy will remain in force and no grace period will
begin provided (1) no riders have been added since the Policy Date, including
the current month, and (2) the total of the premiums received (minus any
withdrawals, minus any outstanding loans and minus any pro rata Decrease Charge)
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.

     The cost of insurance rate utilized in computing the cost of insurance
charge will not be the same for each insured. The chief reason is that the
principle of pooling and distribution of mortality risks is based upon the
assumption that the insured incurs an insurance rate commensurate with the
mortality risk which is actuarially determined based upon factors such as
attained age, sex, rate class and length of time a Policy is in force.
Accordingly, while not all insureds will be subject to the same cost of
insurance rate, there will be a single "rate" for all insureds in a given
actuarial category.

     The Policies will be offered and sold pursuant to established underwriting
standards and in accordance with state insurance laws. State insurance laws
prohibit unfair discrimination among insureds, but recognize that premiums must
be based upon factors such as age, sex, health and occupation.

     (b)    APPLICATION AND INITIAL PREMIUM PROCESSING

     Upon receipt of a completed application, Western Reserve will follow
certain insurance underwriting (I.E., evaluation of risks) procedures designed
to determine whether the proposed insureds are insurable. This process may
involve such verification procedures as medical examinations and may require
that further information be provided by the proposed insured before a
determination can be made. A Policy will not be issued until this underwriting
procedure has been completed.

                                      -2-

<PAGE>

     If a premium is paid with the application, the premium will be held by WRL
as part of its general account in a suspense account until the Policy Date. The
Policy Date is the date set forth in the Policy when Western Reserve deems all
underwriting requirements satisfied and insurance coverage is effective. On the
Policy Date, the premium will be allocated to the Money Market Sub-Account until
the Record Date and monthly deductions under the Policy will commence.

     Once any additional requirements are met, the Policy will be issued, the
Free Look Period will begin, and the current value of the premium in the Money
Market Sub-Account will be reallocated to the Accounts as elected by the Owner
on the application. The date this occurs is called the Record Date. If the
Record Date is not a Valuation Date, premium will be allocated to the Accounts
on the first Valuation Date after the Record Date.

     If Western Reserve determines to its satisfaction that on the date the
application is signed and submitted with an initial payment that the proposed
insured was insurable and acceptable under Western Reserve's underwriting rules
and that standards for insurance for the amount, plan and risk classification
applied for in the application are met, then the insurance protection applied
for, subject to the limits of liability and in accordance with the terms set
forth in the Policy and in the conditional receipt, will by reason of such
payment take effect on the later of the date of the application, or the
completion of all medical tests and examinations (I.E., the Policy Date), if
required.

     Under Western Reserve's current rules, the minimum specified amount at
issue for Issue Ages 0-60 is $250,000 declining to $100,000 for Issue Ages above
60. Western Reserve reserves the right to revise its rules from time to time to
specify a different minimum specified amount at issue.

     (c)    PREMIUM ALLOCATION

     In the application for a Policy, the Policyowner can allocate premiums
among the sub-accounts of the Series Account and the Fixed Account. Premiums
paid after the record date will be allocated in accordance with the
Policyowner's instructions in the application. The minimum percentage of each
premium that may be allocated to any account is currently 1%; percentages must
be in whole numbers. The allocation for future premiums may be changed at any
time by providing Western Reserve with written

                                      -3-

<PAGE>

notification. However, Western Reserve reserves the right to limit the number of
changes of the allocation of premiums to one per Policy year quarter.

    (d)    REINSTATEMENT

     A lapsed Policy may be reinstated any time within 5 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 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 set forth in the Policy) calculated
                 from the Policy Date to the date of reinstatement.

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 Cash
Value on the date of reinstatement will be equal to the Net Premiums paid at
reinstatement, less the amounts paid in accordance with 3(a) and (c) above (that
is, the one monthly deduction and any surrender charge). Upon approval of the
application for reinstatement, the effective date of reinstatement will be the
first monthly anniversary on or next following the date of approval of the
application for reinstatement.

     (e)    REPAYMENT OF INDEBTEDNESS

     A loan under the Policy will be subject to an interest rate of 5.2% payable
annually in advance (equivalent to an effective annual rate of 5.5%).
Outstanding indebtedness may be repaid at 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.
Under Western Reserve's current procedures, at each Policy anniversary, Western
Reserve will compare the amount of the outstanding loan (including interest in
advance until the next Policy Anniversary, if not paid) to the amount in the
loan reserve. Western


                                      -4-
<PAGE>


Reserve will also make this comparison any time the Policyowner repays all or
part of the loan. At each such time, if the amount of the outstanding loan
exceeds the amount in the loan reserve, Western Reserve will withdraw the
difference from the accounts and transfer it to the loan reserve, in the same
manner as when a loan is made.

     If the amount in the loan reserve exceeds the amount of the outstanding
loan, Western Reserve will withdraw the difference from the loan reserve and
transfer it to the accounts in the same manner as premiums are allocated.
Western Reserve will allocate the repayment of indebtedness at the end of the
valuation period during which the repayment is received.

    (f)    CORRECTION OF MISSTATEMENT OF AGE OR SEX

     If Western Reserve discovers that the age or sex of any insured has been
misstated, Western Reserve will adjust the death benefits based on what the cost
of insurance charge for the most recent monthly deduction would have purchased
based on the correct age or sex.

2.   "REDEMPTION PROCEDURES":

     SURRENDER AND RELATED TRANSACTIONS

     This section outlines those procedures, which might be deemed to constitute
redemptions under the Policy. These procedures differ in certain significant
respects from the redemption procedures for mutual funds and contractual plans.

     (a)    CASH VALUES

     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 as of any date is equal to:

     (1) the cash value as of such date; minus

     (2) any surrender charge as of such date; minus

     (3) any outstanding Policy loan; plus


                                      -5-
<PAGE>


     (4) any unearned loan interest.

     A surrender charge as described in appendix A will be deducted if the
Policy is surrendered during the first 15 Policy years. 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(2).

     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.

     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 after
the first Policy year.

     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.

     (b)    BENEFIT CLAIMS

     As long as the Policy remains in force, Western Reserve will generally pay
a death benefit to the named beneficiary in accordance with the designated death
benefit option within seven days after Western Reserve receives due proof of
death of the insured, and Western Reserve receives proof that the insured died
while the Policy was in force, and verifies the validity of the claim. Payment
of death benefits may, however, be postponed under certain circumstances(3). In
particular, during the first two Policy years,

- -------------------
2    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 closings, 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 in 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. Western
     Reserve further reserves the right to defer payment of transfer, cash
     withdrawals or surrenders from the Fixed Account for up to six months.
     Payments under the Policy of any amount paid by check may be postponed
     until such time as the check has cleared the Policyowner's bank.
3    SEE note 3, SUPRA.


                                      -6-
<PAGE>


and during the first two years after a Policy is reinstated, and in other
circumstances in which Western Reserve may have a basis for contesting the
claim, there can be a delay beyond the seven day period. The amount of the death
benefit is determined at the end of the valuation period during which the
insured dies. The death benefit proceeds payable under the designated death
benefit option will be reduced by any outstanding indebtedness and any due and
unpaid charges. The proceeds will be increased by any additional insurance
provided by rider and any unearned loan interest.

     The amount of the death benefit is guaranteed not to be less than the
current specified amount of the Policy. These proceeds may be reduced by any
outstanding indebtedness and any due and unpaid charges. The death benefit may,
however, exceed the specified amount of the Policy. The amount by which the
death benefit exceeds the specified amount depends upon the death benefit option
in effect and the cash value of the Policy. Under Death Benefit Option A, the
death benefit will only vary when the limitation percentage set forth in the
Policy times the cash value exceeds the specified amount of the Policy. Under
Death Benefit Option B, the death benefit 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.

     The amount of the benefit payable at maturity is the net surrender value of
the Policy on the maturity date. These proceeds will be reduced by any
outstanding indebtedness. This benefit will only be paid if the insured is
living on the Policy's maturity date. The Policy will mature on the anniversary
nearest the insured's 95th birthday, if the insured is living and the Policy is
in force, unless the Policy stays in force through the Extended Maturity Date
provision.

     (c)    POLICY LOANS

     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. The maximum amount that may be borrowed is an amount,
which, together with any loans already outstanding and any surrender charge, is
90% of the cash value. Indebtedness equals the total of all Policy loans less
any unearned loan interest on the loans. The loan value will be determined at
the end of the valuation period during which 


                                      -7-
<PAGE>


the loan request is received. Loans have priority over the claims of any
assignee or other person. The loan may be repaid all or in part at any time
before that maturity date 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. The interest rate charged on Policy loans accrues daily. Interest
payments are payable annually in advance. If unpaid when due, interest will be
added to the amount of the loan and will become part of the loan and bear
interest at the same rate.

     A Policyowner may allocate a Policy loan among the accounts. If no such
allocation is made, Western Reserve will allocate the loan in accordance with
the Policyowner's current allocation instructions. The loan amount will normally
be paid within seven days after receipt of a written request. Postponement of
loans may take place under certain circumstances(4).

     Cash Value equal to the portion of the Policy loan plus interest in advance
until the next Policy anniversary allocated to each account will be transferred
from the account to the loan reserve, reducing the Policy's Cash Value in that
account. The loan reserve is a portion of the Fixed Account to which amounts are
transferred as collateral for Policy loans. As noted above, under Western
Reserve's current procedures, at each Policy anniversary, Western Reserve will
compare the amount of the outstanding loan (including interest in advance until
the next Policy anniversary, if not paid) to the amount in the loan reserve.
Western Reserve will also make this comparison any time the Policyowner repays
all or part of the loan. At each such time, if the amount of the outstanding
loan exceeds the amount in the loan reserve, Western Reserve will withdraw the
difference from the accounts and transfer it to the loan reserve, in the same
manner as when a loan is made. If the amount in the loan reserve exceeds the
amount of the outstanding loan, Western Reserve will withdraw the difference
from the loan reserve and transfer it to the accounts in the same manner as
premiums are allocated. Cash Value in the loan reserve will be credited with
guaranteed interest at 4% per year. Additional interest may be credited to this
Cash Value.

- ---------------
4    SEE note 3, SUPRA.


                                      -8-
<PAGE>


     (d)   POLICY 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.
If net surrender value on any Monthly Anniversary is insufficient to cover the
monthly deduction on such day, 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. However,
until the No Lapse Date shown on the Policy Schedule Page, the Policy will
remain in force and no grace period will begin provided (1) the total premiums
received (minus any withdrawals, minus any outstanding loans and minus any pro
rata Decrease Charge) 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, and (2) no riders have been added since the Policy Date,
including the current month. Should the Policyowner request the addition of any
rider after the Policy Date but prior to the No Lapse Date, the Policyowner will
be notified as to the effect on grace period processing prior to the date the
rider is effective.

     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, to make sufficient payment. 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 premium
will be allocated among the accounts in accordance with the Policyowner's then
current instructions. If the insured dies during the grace period, the death
benefit proceeds will equal the amount of death benefit proceeds immediately
prior to the commencement of the grace period, reduced by any due and unpaid
charges. See Reinstatement, p.4.

3.   TRANSFERS

     The Series Account currently has sixteen sub-accounts. Each sub-account
invests exclusively in the shares of a corresponding portfolio of WRL Series
Fund, Inc., an open-end, diversified investment management company registered
with the Commission. Policyowners may transfer Cash Value among


                                      -9-
<PAGE>


the sub-accounts of the Series Account or from the sub-accounts to the Fixed
Account, which is part of Western Reserve's general account. 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
administrative office within thirty days after a Policy anniversary. Under the
Policy, the amount that may be transferred is limited to the greater of (a) 25%
of the amount in the Fixed Account, or (b) the amount transferred in the prior
Policy year from the Fixed Account, unless Western Reserve consents otherwise.
The transfer will take place on the day Western Reserve receives the request. No
transfer charge will apply to transfers from the Fixed Account to a Sub-Account.
Amounts may be withdrawn from the Fixed Account for cash withdrawals and
surrenders only upon written request of the Policyowner, and are subject to any
applicable requirements for a signature guarantee. 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. Policyowners may make
transfer requests in writing or by telephone. Written requests must be in a form
acceptable to Western Reserve. Telephonic requests are permissible if the
Policyowner has previously authorized telephone transfers in writing. Western
Reserve may, at any time, revoke or modify the transfer privilege. Cash value
transferred from one sub-account into more than one sub-account counts as one
transfer. Western Reserve will effectuate transfers and determine all values in
connection with transfers at the end of the valuation period during which the
transfer request is received. Postponement of transfers may take place under
certain circumstances(5). Western Reserve reserves the right to impose a $10
transfer charge for each transfer in excess of one per Policy Month or twelve
per Policy year and will be deducted from each sub-account from which a transfer
is being made in an equal amount. Transfers resulting from policy loans, the
exercise of conversion rights, and the reallocation of cash value immediately
after the record date, will not be subject to a transfer charge.

- --------------
5    SEE note 3, SUPRA.

                                      -10-
<PAGE>


4.   CONVERSION PROCEDURE

     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. 

5.   PRO RATA DECREASE CHARGE

     If, during the first 15 Policy years, the Specified Amount is decreased, a
pro rata Decrease Charge will be deducted from the Cash Value. Western Reserve
will determine the pro rata Decrease Charge by first calculating the Contingent
Deferred Surrender Charge that would apply if the Policy was being surrendered.
It wiTll then multiply the Contingent Deferred Surrender Charge by the ratio of
the requested decrease in Specified Amount to the initial full Specified Amount.
The pro rata Decrease Charge is equal to: (1) the amount of the Specified Amount
decrease; divided by (2) the full Specified Amount on the Policy Date;
multiplied by (3) the then current Contingent Deferred Surrender Charges, as of
the date of the decrease based on the Specified Amount on the Policy Date, as
determined under the Surrender Charge provision. The pro rata Decrease Charge
will not be deducted from the Cash Value when a Specified Amount decrease
results from (a) a change in the Death Benefit Option, or (b) a withdrawal when
the Death Benefit is Option A. The pro rata Decrease Charge is determined from
the Policy Date to the date of the decrease using the formula above, regardless
of whether there were any prior lapses and reinstatements or decreases in
Specified Amount. If a pro rata Decrease Charge is deducted due to a decrease in
Specified Amount, any future Contingent Deferred Surrender Charges incurred
during the fist fifteen Policy years will be reduced proportionately.


                                      -11-
<PAGE>


                                   APPENDIX A

     SURRENDER CHARGE

     During the first fifteen Policy years, a Surrender Charge will be incurred
upon surrender of the Policy. The Surrender Charge consists of the sum of an
Issue Charge and a Sales Charge. 


         (a)   Issue Charge. The Issue Charge is a level charge of $5.00 per
               thousand of Specified Amount at issue. See the table below
               indicating the charges per thousand dollars of initial Specified
               Amount.

         (b)   Sales Charge. The Sales Charge is (1) 26.5% of the sum of all
               premiums paid up to the Surrender Charge Base Premium shown in
               the Policy and (2) for the sum of all premiums paid in excess of
               the first Surrender Charge Base Premium ("excess premium
               charge"), a percentage which varies by the Issue Age and sex of
               the Insured.

         (c)   Surrender Charge Factor. As stated above, the factor is applied
               to the sum of the Issue Charge and Sales Charge due upon any
               surrender of a Policy during the first fifteen Policy years. In
               Policy years 1 - 10 this factor is 1.00 for male Insureds at
               Issue Ages 0 - 65 and female Insureds at Issue Ages 1-70, then
               declines at the rate of 0.20 per year until reaching zero at the
               end of the fifteenth (15th) Policy year as shown below. For
               Insureds with older Issue Ages, this factor is less than 1.00 at
               the end of the tenth (10th) Policy year and declines to zero at
               the end of the fifteenth (15th) Policy year. Therefore,
               application of the factor to the sum of the Issue Charge and
               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 Issue Charge or Sales Charge due. See the
               example below.


                                      -12-
<PAGE>


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

                      SURRENDER CHARGE FACTOR
                      END OF POLICY YEAR*                  FACTOR
                      -------------------                  ------

        At Issue......................................      1.00
        1-10..........................................      1.00
        11............................................       .80
        12............................................       .60
        13............................................       .40
        14............................................       .20
        15............................................         0
        16+...........................................         0
        *  THE FACTOR ON ANY DATE OTHER THAN ANNIVERSARY
           WILL BE INTERPOLATED BETWEEN THE TWO END OF
           YEAR FACTORS.

         (c) Example (1): Assume a male insured purchases the Policy when age 35
for $250,000 of Specified Amount, paying the Surrender Charge Base Premium of
$2,518, and an additional premium amount of $482 in excess of the Surrender
Charge Base Premium, for a total premium of $3,000 per year for four years
($12,000 total for four years), and then surrenders the Policy. The Surrender
Charge would be calculated as follows:

(i)     ISSUE CHARGE - [250 x $5.00]
        ($5.00/$1,000 of Initial Specified Amount at issue)        =   $1,250.00

(ii)    SALES CHARGE: 
       (1)     26.5% of Surrender Charge Base Premium paid
               [26.5% x $2,518], and                               =   $  667.27
       (2)     8.4% of premiums paid in excess of Surrender Base
               Premium [8.4% x $9,482]                             =   $  796.49

(iii)   APPLICABLE SURRENDER CHARGE FACTOR
        [(a)$1,250 + (b)($667.27 + $796.49)] x 1.00
        SURRENDER CHARGES = [$1,250.00 + $1,463.76] x 1.00         =   $2,713.76


                                      -13-

                                                                   EXHIBIT 99.2A


   
                                  Exhibit 3

                    Opinion of Counsel as to the legality
                      of the securities being registered
    
<PAGE>


                                WRL Letterhead

November 27, 1998



Board of Directors
Western Reserve Life Assurance
  Co. of Ohio
WRL Series Life Account
570 Carillon Parkway
St. Petersburg, Florida 33716

Gentlemen:

In my capacity as Vice President, Assistant Secretary and Associate General
Counsel of Western Reserve Life Assurance Co. of Ohio ("WRL"), I have
participated in the preparation and review of Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-6 (File No. 333-62397) filed with the
Securities and Exchange Commission under the Securities Act of 1933 for the
registration of flexible premium variable life insurance policies (the
"Policies") to be issued with respect to the WRL Series Life Account (the
"Account"). The Account was established on July 16, 1985, by the Board of
Directors of WRL as a separate account for assets applicable to the Policies,
pursuant to the provisions of Section 3907.15 of the Ohio Revised Code and Rule
3901-1-12 of the Administrative Code of Ohio.

I am of the following opinion:

 1.   WRL has been duly organized under the laws of Ohio and is a validly
      existing corporation.

 2.   The Account has been duly created and is validly existing as a separate
      account pursuant to the aforesaid provision of Ohio law.

 3.   Section 3907.15 of the Ohio Revised Code provides that the
      portion of the assets of the Account equal to the reserves and
      other liabilities for variable benefits under the Policies is
      not chargeable with liabilities arising out of any other
      business WRL may conduct. Assets allocated to the Fixed
      Account under the Policies, however, are part of WRL's general
      account and are subject to WRL's general liabilities from
      business operations.

 4.   The Policies, when issued as contemplated by the Registration Statement,
      will be legal and binding obligations of WRL in accordance with their
      terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

  /s/ THOMAS E. PIERPAN
- -----------------------------------
Thomas E. Pierpan
Vice President, Assistant Secretary
and Associate General Counsel


                                                                   EXHIBIT 99.C6


   
                                  Exhibit 6

          Opinion and consent of Alan Yaeger as to actuarial matters
                Pertaining to the securities being registered
    








<PAGE>


                                WRL LETTERHEAD

November 27, 1998


Western Reserve Life Assurance Co. of Ohio
570 Carillon Parkway
St. Petersburg, Florida 33716

     RE:  REGISTRATION NO. 333-62397

Gentlemen:

     This opinion is furnished in connection with the Pre-Effective Amendment
No. 1 registration by Western Reserve Life Assurance Co. of Ohio of flexible
premium variable life insurance policies ("Policies") under the Securities Act
of 1933. The Prospectus included in the Registration Statement on Form S-6
describes the Policies. The forms of Policies were prepared under my direction,
and I am familiar with the Registration Statement and Exhibits thereof.

     In my opinion, the illustrations of death benefits, cash values and net
surrender values included in the sections entitled "Death Benefit, Cash Value
and Net Surrender Value Illustrations" and "Illustration of Benefits" (Appendix
A) of the Prospectus, based on the assumptions stated in the illustrations, are
consistent with the provisions of the respective forms of the Policies.

     I hereby consent to use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
Prospectus.

Very truly yours,



/s/ Alan Yaeger
- -------------------------
Alan Yaeger
Executive Vice President,
Actuary and Chief Financial Officer



                                                                   EXHIBIT 99.2B






   
                                  Exhibit 7

                      Consent of Thomas E. Pierpan, Esq.
    





<PAGE>


                                WRL Letterhead





November 27, 1998



Western Reserve Life Assurance Co. of Ohio
570 Carillon Parkway
St. Petersburg, Florida 33716

Gentlemen:

I hereby consent to the reference to my name under the caption "Legal Matters"
in the Prospectus contained in Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-6 (File No. 333-62397) for Western Reserve Life Assurance
Co. of Ohio Series Life Account, as filed with the Securities and Exchange
Commission.


/s/ THOMAS E. PIERPAN
- ----------------------------
Thomas E. Pierpan
Vice President, Associate General Counsel and
Assistant Secretary



                                                                   EXHIBIT 99.2C





   
                                  Exhibit 8

                  Consent of Sutherland Asbill & Brennan LLP
    





<PAGE>


                                S.A.B. letterhead




                                November 24, 1998



Board of Directors
Western Reserve Life Assurance Co. of Ohio
WRL Series Life Account
570 Carillon Parkway
St. Petersburg, Florida  33716

          RE:  WRL SERIES LIFE ACCOUNT
               FILE NO. 333-62397           

Gentlemen:

     We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectuses for the WRL Freedom Elite contained in Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-62397)
of the WRL Series Life Account filed by Western Reserve Life Assurance Co. of
Ohio with the Securities and Exchange Commission. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.

                                Very truly yours,

                                    SUTHERLAND ASBILL & BRENNAN LLP



                                    By: /s/ STEPHEN E. ROTH            
                                        ----------------------------
                                        Stephen E. Roth




                                                                   EXHIBIT 99.C1




   
                                Exhibit 9

                      Consent of Ernst & Young LLP
    






<PAGE>



                       CONSENT OF INDEPENDENT AUDITORS




We consent to the reference to our firm under the caption "Experts" in the
Prospectus and to the use of our report dated February 27, 1998, with respect to
the statutory-basis financial statements and schedules of Western Reserve Life
Assurance Co. of Ohio, included in Pre-Effective Amendment No. 1 to the
Registration Statement (Form S-6 No. 333-62397) and related Prospectus of WRL
Series Life Account.

                                                       ERNST & YOUNG LLP



Des Moines, Iowa
November 24, 1998



                                                                  EXHIBIT 99.C1A




   
                               Exhibit 10

                  Consent of PricewaterhouseCoopers LLP
    





<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the use in the Prospectus constituting part of the WRL
Freedom Elite Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-6 of our report dated January 30, 1998, relating to the financial
statements and selected per unit data and ratios of the sub-accounts comprising
the WRL Series Life Account, which appears in such Prospectus. We also consent
to the reference to us under the heading "Experts" in such Prospectus.



PRICEWATERHOUSECOOPERS LLP



Kansas City, Missouri
November 24, 1998




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission