WRL SERIES LIFE ACCOUNT
S-6/A, 1999-06-11
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      As filed with the Securities and Exchange Commission on June 11, 1999
                    Registration File Nos. 333-68367/811-4420


                       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. 20004-2415


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

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


Title of Securities Being Registered: Units of interest in the separate account
under modified single premium deferred variable life policies.

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

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>


Company
LOGO

P R O S P E C T U S
        , 1999

                             WRL FREEDOM NAVIGATOR(SM)
                                    issued by
                             WRL Series Life Account
                                       by
                       Western Reserve Life Assurance Co.
                                     of Ohio
                              570 Carillon Parkway
                          St. Petersburg, Florida 33716
                                 1-800-851-9777
                                 (727) 299-1800

   MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY JOINT SURVIVORSHIP
 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

                                                CONSIDER CAREFULLY THE RISK
                                                FACTORS BEGINNING ON PAGE 9 OF
                                                THIS PROSPECTUS.

                                                An investment in this Policy is
                                                not a bank deposit. The Policy
                                                is not insured or guaranteed by
                                                the Federal Deposit Insurance
                                                Corporation or any other
                                                government agency.
THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED
DISAPPROVED THESE SECURITIES                    The prospectus for the WRL OR
PASSED UPON THE ADEQUACY                        Series Fund, Inc. must OR
THIS PROSPECTUS. ANY                            accompany this prospectus. OF
REPRESENTATION TO THE CONTRARY                  Certain portfolios may not be
IS A CRIMINAL OFFENSE.                          available in all states. Please
                                                read this document before
                                                investing and save it for
                                                future reference.

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


Glossary ........................................................     1

Policy Summary ..................................................     4

Risk Summary ....................................................     9

Portfolio Annual Expense Table ..................................    13

Western Reserve and the Fixed Account ...........................    14
    Western Reserve .............................................    14
    The Fixed Account Options ...................................    14

The Separate Account and the Portfolios .........................    15
    The Separate Account ........................................    15
    The Portfolios ..............................................    16
    Addition, Deletion, or Substitution of Investments ..........    19
    Your Right to Vote Portfolio Shares .........................    20

The Policy ......................................................    21
    Purchasing a Policy .........................................    21
    Underwriting Standards ......................................    21
    When Insurance Coverage Takes Effect ........................    22
    Ownership Rights ............................................    23
    Policy Split Option .........................................    25
    Canceling a Policy ..........................................    26

Premiums ........................................................    26
    Initial Premium .............................................    26
    Additional Premiums .........................................    27
    Allocating Premiums .........................................    27

Policy Values ...................................................    29
    Cash Value ..................................................    29
    Net Surrender Value .........................................    29
    Subaccount Value ............................................    29
    Subaccount Unit Value .......................................    30
    Fixed Account Value .........................................    30

Transfers .......................................................    31
    General .....................................................    31
    Standard Fixed Account Transfers ............................    32
    Conversion Rights ...........................................    32
    Standard Dollar Cost Averaging ..............................    32
    Fixed DCA Account ...........................................    34
    Asset Rebalancing Program ...................................    34
    Third Party Asset Allocation Services .......................    35

Charges and Deductions ..........................................    35
    Premium Deductions ..........................................    36
    Monthly Deduction ...........................................    36
    Monthly Policy Charge .......................................    37
    Daily Charge ................................................    37
    Surrender Charge ............................................    39
    Transfer Charge .............................................    39
    Portfolio Expenses ..........................................    39
    Guaranteed Minimum Death Benefit Rider Charge ...............    40

Death Benefit ...................................................    40
    Death Benefit Proceeds ......................................    40
    Death Benefit ...............................................    40
    Effects of Partial Withdrawals on the Death Benefit .........    41
    Guaranteed Minimum Death Benefit Rider ......................    41

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


                                        i
<PAGE>


    Changing the Specified Amount .................................. 42
    Payment Options ................................................ 42

Surrenders and Partial Withdrawals ................................. 42
    Surrenders ..................................................... 42
    Partial Withdrawals ............................................ 42

Loans .............................................................. 43
    General ........................................................ 43
    Interest Rate Charged .......................................... 45
    Loan Reserve Interest Rate Credited ............................ 45
    Preferred Loans ................................................ 45
    Effect of Policy Loans ......................................... 45

Policy Lapse and Reinstatement ..................................... 46
    Lapse .......................................................... 46
    Reinstatement .................................................. 46

Federal Income Tax Considerations .................................. 47
    Tax Status of the Policy ....................................... 47
    Tax Treatment of Policy Benefits ............................... 48

Other Policy Information ........................................... 50
    Our Right to Contest the Policy ................................ 50
    Suicide Exclusion .............................................. 50
    Misstatement of Age or Gender .................................. 50
    Modifying the Policy ........................................... 50
    Benefits at Maturity ........................................... 51
    Payments We Make ............................................... 51
    Reports to Owners .............................................. 52
    Records ........................................................ 52
    Policy Termination ............................................. 52

IMSA ............................................................... 52

Performance Data ................................................... 52
    Rates of Return ................................................ 52
    Hypothetical Illustrations Based on Adjusted Portfolio
      Performance .................................................. 53
    Other Performance Data in Advertising Sales Literature ......... 61
    Western Reserve's Published Ratings ............................ 62

Additional Information ............................................. 62
    Sale of the Policies ........................................... 62
    Legal Matters .................................................. 62
    Legal Proceedings .............................................. 63
    Variations in Policy Provisions ................................ 63
    Year 2000 Readiness Disclosure ................................. 63
    Experts ........................................................ 64
    Financial Statements ........................................... 64
    Additional Information about Western Reserve ................... 64
    Western Reserve's Directors and Officers ....................... 65
    Additional Information about the Separate Account .............. 67

Appendix A--Illustrations .......................................... 68

Appendix B--Wealth Indices of Investments in the U.S. Capital
      Market ....................................................... 74

Appendix C--Surrender Charge Table ................................. 76

Index to Financial Statements ...................................... 78
    WRL Series Life Account ........................................ 79
    Western Reserve Life Assurance Co. of Ohio .....................112


                                       ii
<PAGE>

GLOSSARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<TABLE>
<S>                 <C>
 accounts           The options to which you can allocate your money. The accounts include the
                    standard fixed account, the fixed DCA account and the subaccounts in the
                    separate account.
                    --------------------------------------------------------------------------------
 age                The age of the person insured on his or her last birthday before the Policy
                    date, plus the number of completed years since the Policy date.
                    --------------------------------------------------------------------------------
 beneficiary(ies)   The person or persons you select to receive the death benefit from this Policy.
                    You name the primary beneficiary and contingent beneficiaries.
                    --------------------------------------------------------------------------------
 cash value         The sum of your Policy's value in the subaccounts and the fixed account
                    options. If there is a Policy loan outstanding, the cash value includes any
                    amounts held in our general account to secure the Policy loan.
                    --------------------------------------------------------------------------------
 daily charge       The amount we deduct each valuation date from assets in the subaccounts as
                    part of the calculation of the unit value for each subaccount.
                    --------------------------------------------------------------------------------
 death benefit      The amount we will pay to the beneficiary on the insured's (or surviving
 proceeds           insured's) death. We will reduce the death benefit proceeds by the amount of
                    any outstanding loan amount (including any interest you owe on the Policy
                    loan(s)), and plus any due and unpaid monthly deduction.
                    --------------------------------------------------------------------------------
 fixed account      A set of options to which you may allocate premiums and cash value. We
 options            guarantee that any amounts you allocate to the fixed account options will earn
                    interest at a declared rate. The fixed account options are the standard fixed
                    account and the fixed dollar cost averaging account ("fixed DCA account").
                    --------------------------------------------------------------------------------
 free look period   The period during which you may return the Policy and receive a refund as
                    described in this prospectus. The length of the free look period varies by
                    state. The free look period is listed in the Policy.
                    --------------------------------------------------------------------------------
 fund(s)            The WRL Series Fund, Inc., an investment company registered with the U.S.
                    Securities and Exchange Commission, and other registered investment
                    companies that may be added to the Policy.
                    --------------------------------------------------------------------------------
 in force           While coverage under the Policy is active and the insured's life remains
                    insured.
                    --------------------------------------------------------------------------------
 initial premium    The amount you must pay before insurance coverage begins under this Policy.
                    The initial premium is shown on the schedule page of your Policy.
                    --------------------------------------------------------------------------------
 insured(s)         The person or persons whose lives are insured by this Policy.
 (joint insureds)
                    --------------------------------------------------------------------------------
 Joint Policy       A Policy that pays the death benefit to the beneficiary on the death of the
                    last-to-die of the two named insureds.
                    --------------------------------------------------------------------------------
</TABLE>


                                       1
<PAGE>



<TABLE>
<S>               <C>
 lapse            When life insurance coverage ends because you do not have enough cash
                  value in the Policy to pay the monthly deduction, the surrender charge and
                  any outstanding loan amount (including any interest you owe on Policy
                  loan(s)), and you have not made a sufficient payment by the end of a grace
                  period. The Policy will not lapse if you have purchased the Guaranteed
                  Minimum Death Benefit rider and the rider is in effect.
                  -------------------------------------------------------------------------------------
 loan amount      The total amount of all outstanding Policy loans, including both principal and
                  interest due.
                  -------------------------------------------------------------------------------------
 loan reserve     A part of the general account to which amounts are transferred as collateral
                  for Policy loans.
                  -------------------------------------------------------------------------------------
 maturity date    The Policy anniversary nearest the insured's (or younger joint insured's) 100th
                  birthday, if the insured (or either joint insured) is living and the Policy is still
                  in force. It is the date when life insurance coverage under this Policy ends.
                  You may continue coverage, at your option, under the Policy's extended
                  maturity date benefit provision.
                  -------------------------------------------------------------------------------------
 monthly          The same date each month as the Policy date. If there is no valuation date in
 anniversary or   the calendar month that coincides with the Policy date, the Monthiversary is
 Monthiversary    the next valuation date.
                  -------------------------------------------------------------------------------------
 monthly Policy   The charge deducted from the cash value (less the loan amount) on each
 charge           Monthiversary.
                  -------------------------------------------------------------------------------------
 net surrender    The amount we will pay you if you surrender the Policy while it is in force.
 value            The net surrender value on the date you surrender is equal to: the cash value,
                  minus any surrender charge, and minus any outstanding loan amount
                  (including any interest you owe on Policy loan(s)).
                  -------------------------------------------------------------------------------------
 office           Our administrative office and mailing address is P.O. Box 5068, Clearwater,
                  Florida 33758-5068. Our street address is 570 Carillon Parkway,
                  St. Petersburg, Florida 33716. Our phone number is 1-800-851-9777.
                  -------------------------------------------------------------------------------------
 Policy date      The date when our underwriting process is complete, full life insurance
                  coverage goes into effect, we issue the Policy, and we begin to deduct the
                  monthly Policy charge. The Policy date is shown on the schedule page of
                  your Policy. It is also the date when, depending on your state of residence,
                  we allocate your premium either to the reallocation account or to the
                  subaccounts and fixed account options you selected on your application. We
                  measure Policy months, years, and anniversaries from the Policy date.
                  -------------------------------------------------------------------------------------
  portfolio       One of the separate investment portfolios of the fund.
                  -------------------------------------------------------------------------------------
  premiums        All payments you make under the Policy other than loan repayments.
                  -------------------------------------------------------------------------------------
  reallocation    The standard fixed account.
  account
                  -------------------------------------------------------------------------------------

</TABLE>


                                       2
<PAGE>



<TABLE>
<S>                  <C>

 reallocation date   The date shown on the schedule page of your Policy when we reallocate any
                     premium (plus interest) held in the reallocation account to the subaccounts
                     and fixed account options you selected on your application. We place your
                     premium in the reallocation account only if your state requires us to return
                     the full premium in the event you exercise your free look right. In all other
                     states, the reallocation date is the Policy date.
                     --------------------------------------------------------------------------------
 separate account    The WRL Series Life Account. It is a separate investment account that is
                     divided into subaccounts. We established the separate account to receive and
                     invest premiums under the Policy and other variable life insurance policies
                     we issue.
                     --------------------------------------------------------------------------------
 specified amount    The death benefit we will pay under the Policy, as shown on the Policy's
                     schedule page, provided the Policy is in force and has not lapsed. The
                     specified amount varies by the insured's (or joint insured's) age, gender and
                     rate class. Any partial withdrawal proportionately decreases the specified
                     amount.
                     --------------------------------------------------------------------------------
 subaccount          A subdivision of the separate account that invests exclusively in shares of one
                     investment portfolio of the fund.
                     --------------------------------------------------------------------------------
 surrender charge    If, during the first nine Policy years, you fully surrender the Policy, we will
                     deduct a surrender charge from the cash value.
                     --------------------------------------------------------------------------------
 surviving insured   The joint insured who remains alive after the other joint insured has died.
                     --------------------------------------------------------------------------------
 termination         When the insured's (or either of the joint insured's) life is no longer insured
                     under the Policy.
                     --------------------------------------------------------------------------------
 valuation date      Each day the New York Stock Exchange is open for trading. Western Reserve
                     is open whenever the New York Stock Exchange is open.
                     --------------------------------------------------------------------------------
 valuation period    The period beginning at the close of business of the New York Stock
                     Exchange on one valuation date and continuing to the close of business of the
                     New York Stock Exchange on the next valuation date.
                     --------------------------------------------------------------------------------
 we, us, our         Western Reserve Life Assurance Co. of Ohio.
 (Western
 Reserve)
                     --------------------------------------------------------------------------------
 written notice      The written notice you must sign and send us to request or exercise your
                     rights as owner under the Policy. To be complete, it must: (1) be in a form
                     we accept, (2) contain the information and documentation that we determine
                     we need to take the action you request, and (3) be received at our office.
                     --------------------------------------------------------------------------------
 you, your           The person(s) who owns the Policy, and who may exercise all rights under
 (owner(s) or        the Policy while the insured (or either or both joint insureds) are living. If
 policyowner(s))     two owners are named, the Policy will be owned jointly and the consent of
                     each owner will be required to exercise ownership rights.
                     --------------------------------------------------------------------------------
</TABLE>


                                        3
<PAGE>


POLICY SUMMARY                     WRL FREEDOM NAVIGATOR(SM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The sections in this summary correspond to sections in this prospectus,
which discuss the topics in more detail.

THE POLICY IN GENERAL

     The WRL Freedom NavigatorSM is a modified single premium variable life
insurance policy. You may purchase it either as a single life or a Joint
Policy. A Joint Policy insures two lives with a death benefit payable on the
death of the surviving insured. Joint insureds may be both male, both female or
male and female. The insured will be the surviving insured of the joint
insureds stated in the Policy.

     The Policy is designed to be long-term in nature in order to provide
significant life insurance benefits for the insured(s) named in the Policy.
However, purchasing this Policy involves certain risks. (See Risk Summary, p.
9.) You should consider the Policy in conjunction with other insurance you own.
The Policy is not suitable as a short-term savings vehicle.

     A few of the Policy features listed below are not available in all states,
may vary depending upon when your Policy was issued and may not be suitable for
your particular situation. Certain states place restrictions on some of the
Policy features. Please consult your agent and refer to your Policy for
details.

PREMIUMS

o    If the insured (or joint insureds) qualifies for simplified underwriting,
     conditional life insurance coverage begins as soon as you complete an
     application and pay an initial premium of at least $20,000. Once we
     determine that the insured (or joint insureds) meets our underwriting
     requirements, full insurance coverage begins and we will issue your Policy
     and begin to deduct monthly and daily insurance charges from your premium.
     This date is the Policy date. On that date, we will allocate your premium
     to either the reallocation account or to the subaccounts and fixed account
     options, depending on the state in which you live.

o    If the insured (or joint insureds) qualifies for simplified underwriting,
     the maximum premium you can pay at the time of your application is:

                    --  $50,000 (for ages 35-49)
                    --  $100,000 (for ages 50-80)

     Other limits apply for Joint Policies and Policies with full underwriting.

o    Once we deliver your Policy, the FREE LOOK PERIOD begins. You may
     return the Policy during this period and receive a refund. Depending on
     your state of residence, we will place your premium in the reallocation
     account until the reallocation date. See Reallocation Account, p. 28.


                                        4
<PAGE>


o    We will accept additional premiums only in certain limited circumstances.

DEDUCTIONS FROM PREMIUM BEFORE WE PLACE IT IN SUBACCOUNTS AND/OR FIXED ACCOUNT
OPTIONS

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

INVESTMENT OPTIONS

     SUBACCOUNTS. You may direct the money in your Policy to any of the
subaccounts of the WRL Series Life Account, a separate account. Each subaccount
invests exclusively in one investment portfolio of the WRL Series Fund, Inc.
(the "fund"). THE MONEY YOU PLACE IN THE SUBACCOUNTS IS NOT GUARANTEED. THE
VALUE OF EACH SUBACCOUNT WILL INCREASE OR DECREASE, DEPENDING ON INVESTMENT
PERFORMANCE OF THE CORRESPONDING PORTFOLIO. YOU COULD LOSE SOME OR ALL OF YOUR
MONEY.

The portfolios available to you are:



<TABLE>
<S>                                            <C>
  [ ] WRL Alger Aggressive Growth               [ ] WRL AEGON Balanced
  [ ] WRL VKAM Emerging Growth                  [ ] WRL NWQ Value Equity
  [ ] WRL Janus Growth                          [ ] WRL C.A.S.E. Growth
  [ ] WRL Janus Global                          [ ] WRL GE/Scottish Equitable
  [ ] WRL AEGON Bond                                International Equity
  [ ] WRL LKCM Strategic Total Return           [ ] WRL Goldman Sachs Growth
  [ ] WRL Federated Growth & Income             [ ] WRL Goldman Sachs Small Cap
  [ ] WRL J.P. Morgan Real Estate Securities    [ ] WRL T. Rowe Price Dividend Growth
  [ ] WRL Dean Asset Allocation                 [ ] WRL T. Rowe Price Small Cap
  [ ] WRL GE U.S. Equity                        [ ] WRL Salomon All Cap
  [ ] WRL Third Avenue Value                    [ ] WRL Pilgrim Baxter Mid Cap Growth
  [ ] WRL J.P. Morgan Money Market              [ ] WRL Dreyfus Mid Cap
</TABLE>



     FIXED ACCOUNT OPTIONS. You may also direct the money in your Policy to the
fixed account options--the standard fixed account option and the fixed dollar
cost averaging ("fixed DCA") account option. Money you place in the standard
fixed account option will earn interest at current interest rates declared from
time to time. The interest rate will equal at least 3.0%.

     At the time you purchase the Policy, you may place the entire initial
premium into the fixed DCA account. Money you place in the fixed DCA account
will earn interest at an annual rate of at least 3.0%. Money will be
transferred out of the fixed DCA account in six equal monthly installments and
placed in the standard fixed account and the subaccounts of your choice.

CASH VALUE

o    Cash value equals the sum of your Policy's value in the subaccounts
     and the fixed account options. If there is a loan outstanding, the cash
     value includes any amounts held in our general account to secure the Policy
     loan.


                                        5
<PAGE>


o    Cash value varies from day to day, depending on the investment experience
     of the subaccounts you choose, the interest credited to the fixed account
     options, the charges deducted and any other Policy transactions (such as
     transfers, withdrawals, and Policy loans).

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

o    There is no guaranteed minimum cash value. The Policy may lapse if you do
     not have sufficient cash value in the Policy to pay the monthly Policy
     charge(s), the surrender charge and/or any outstanding loan amount
     (including interest you owe on any Policy loan(s)). The Policy will not
     lapse if you have purchased the Guaranteed Minimum Death Benefit rider and
     the rider is in effect.

TRANSFERS

o    You can transfer cash value among the subaccounts and the standard fixed
     account. We charge a $10 transfer processing fee for each transfer after
     the first 12 transfers in a Policy year.

o    You may make transfers by telephone or by fax.

o    Policy loans reduce the amount of cash value available for transfers.

o    Dollar cost averaging and asset rebalancing programs are available.

o    You may make one transfer per Policy year from the standard fixed account
     and we must receive your request within 30 days after a Policy anniversary,
     unless you select dollar cost averaging from the standard fixed account.
     The amount of your transfer cannot be more than:

     -- >  25% of the value in the standard fixed account; or
     -- >  the amount transferred from the standard fixed account in the
            prior Policy year.

CHARGES AND DEDUCTIONS

o    Monthly Policy charge: Deducted from your cash value (reduced by the loan
     amount) on the Policy date and on each Monthiversary. The monthly Policy
     charge pays for Policy administrative expenses and the cost of providing
     death benefits under the Policy. The monthly Policy charge will vary with
     the gender of the insured(s), the number of insureds, and the number of
     Policy years you have owned the Policy.

o    Daily charge: Deducted from the unit value of each subaccount, at an annual
     rate equal to 0.50%, on each valuation date.

o    Cost of insurance charge: We reserve the right to charge a maximum monthly
     cost of insurance charge. See Cost of Insurance Charge, p. 38. We do not
     currently assess a cost of insurance charge. If, in the future, we assess a
     cost of insurance charge, then we will waive the surrender charge.

o    Surrender charge: Deducted when a full surrender occurs during the first
     nine Policy years. We deduct a declining surrender charge of up to 9.75% of
     your initial premium if you surrender your Policy or if your Policy lapses
     during the first nine Policy years.

o    Transfer fee: We deduct $10 for each transfer in excess of 12 per Policy
     year.


                                        6
<PAGE>


o    Portfolio expenses: The portfolios deduct management fees and expenses from
     the amounts you have invested in the portfolios. These charges range from
     .40% to 1.50% annually, depending on the portfolio. See Portfolio Annual
     Expense Table, p. 13. See also the fund prospectus.

o    Rider charges: If you select the Guaranteed Minimum Death Benefit rider at
     application, we will deduct a charge from your cash value (less any
     outstanding Policy loan) each month equal to:

            o .02% MULTIPLIED BY the total subaccount values; PLUS

            o .02% MULTIPLIED BY the fixed account value.

LOANS

o    You may take a loan against the Policy for amounts up to 90% of the cash
     value, less any surrender charge and any outstanding loan amount.

o    The minimum loan amount is generally $500.

o    You may request a loan by calling us or by writing or faxing us written
     instructions.

o    We currently charge 6.0% interest annually, payable in arrears, on any
     outstanding loan amount; a lower rate applies to any preferred loans.

o    We currently permit preferred loans to be taken anytime. You may borrow an
     amount equal to the cash value less total premiums paid, less any
     outstanding loan amount. We currently charge a 3.0% preferred loan rate.
     THIS RATE IS NOT GUARANTEED.

o    To secure the loan, we transfer a portion of your cash value to a loan
     reserve account, which is part of our general account. You will earn at
     least 3.0% interest on amounts in the loan reserve account.

o    Federal income taxes and a penalty tax may apply to loans you make against
     the Policy.

o    If you take a loan, we will terminate any Guaranteed Minimum Death Benefit
     rider.

o    There are risks involved in taking a Policy loan. See Risk Summary, p. 9.

DEATH BENEFIT

o    So long as the Policy does not lapse, the death benefit is the greater of:
     -- >  the current specified amount; or
     -- >  a specified percentage, multiplied by the Policy's cash value on the
           date of the insured's (or surviving insured's) death.

o    We will reduce the death benefit proceeds by the amount of any outstanding
     Policy loan(s) (including any interest you owe on Policy loan(s)), and any
     due and unpaid charges.

o    We determine your Policy's specified amount based on:
     -- >  the initial premium you pay; and
     -- >  the insured's (or joint insureds') age, gender and rate class.

o    You may not increase or decrease the specified amount.

o    The death benefit should be income tax free to the beneficiary.


                                       7
<PAGE>


o    The death benefit is available in a lump sum or a variety of payout
     options.

o    If you purchase the GUARANTEED MINIMUM DEATH BENEFIT RIDER and the
     rider is in effect, and if the net surrender value on any Monthiversary is
     not sufficient to cover the monthly Policy charge, then insurance coverage
     will be provided under this rider and no grace period will begin, provided
     no Policy loans have been taken under the Policy.

     If a death benefit is payable under the provisions of this rider, then
     Western Reserve guarantees to provide a death benefit as follows:

       (1)  During the first 15 Policy years, or before the Policy anniversary
            following the insured's (or younger joint insured's) 75th
            birthday, if sooner, the minimum death benefit payable will be
            the greater of:

            o  the current specified amount; or

            o  a specified percentage, multiplied by the Policy's cash value
               on the date of the insured's (or surviving insured's) death.

       (2)  After the first 15 Policy years, or on or after the Policy
            anniversary following the insured's (or younger joint insured's)
            75th birthday, if sooner, the minimum death benefit payable will be
            the initial premium, reduced by any partial withdrawals.

       (3)  The minimum death benefit will never be less than $1,000.

     If you take a Policy loan, the Guaranteed Minimum Death Benefit rider will
     terminate and your Policy could lapse.

o    A partial withdrawal will reduce the specified amount by the amount
     of the withdrawal multiplied by the ratio of the initial specified amount
     to the initial premium.

PARTIAL WITHDRAWALS AND SURRENDERS

o    You can take one withdrawal of cash value every 12 months after the
     first Policy year.

o    We do not assess any charges for partial withdrawals.

o    The amount of the withdrawal is limited to your Policy's earnings
     which we compute as:

          the cash value, MINUS any outstanding Policy loans, MINUS any interest
          you owe on Policy loans, and MINUS total premiums paid.

o    A partial withdrawal reduces the current specified amount (the
     minimum death benefit) by:

             Amount of withdrawal  X  initial specified amount
                                      ------------------------
                                          initial premium

o    A partial withdrawal does not void a Guaranteed Minimum Death Benefit
     rider, but it reduces the death benefit we would pay, as described above.


                                        8
<PAGE>


o    You cannot take a partial withdrawal if you elected the Guaranteed
     Minimum Death Benefit rider and the withdrawal would reduce the specified
     amount below $1,000.

o    Federal income taxes and a penalty tax may apply to partial
     withdrawals and surrenders.

o    You may fully surrender the Policy at any time before the insured's
     (or surviving insured's) death or the maturity date. You will receive the
     net surrender value (cash value, minus any surrender charge, minus any
     Policy loans outstanding, and minus any interest you owe on Policy loans).
     The surrender charge will apply during the first nine Policy years.


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





 INVESTMENT                   If you direct us to invest your cash value in one
 RISK                         or more subaccounts, you will be subject to the
                              risk that investment performance will be
                              unfavorable and that the cash value of your Policy
                              will decrease. If you select the fixed account
                              options, you are credited with a declared rate of
                              interest, but you assume a risk that the rate may
                              decrease, although it will never be lower than a
                              guaranteed minimum annual effective rate of 3.0%.
                              Because charges continue to be deducted from cash
                              value, if withdrawals, loans and monthly
                              deductions have reduced your net surrender value
                              to too low an amount, and/or if investment
                              experience of your selected subaccounts is not
                              sufficiently favorable, and/or interest rates
                              credited to the fixed account are too low, then
                              the net surrender value of your Policy may fall to
                              zero. In that case, if the Guaranteed Minimum
                              Death Benefit rider is not in effect, the Policy
                              will lapse without value and insurance coverage
                              will no longer be in effect after 61 days, unless
                              you make an additional payment sufficient to
                              prevent a lapse. On the other hand, if investment
                              experience is sufficiently favorable and you have
                              kept the Policy in force for a substantial period
                              of time, you may be able to draw upon cash value,
                              through partial withdrawals and Policy loans.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 RISK OF LAPSE                Certain circumstances will cause your Policy to
                              enter a 60-day grace period, during which you must
                              make a sufficient payment to keep your Policy in
                              force. If the net surrender value of your Policy
                              (that is, the cash value, minus the surrender
                              charge and minus outstanding loan amounts) is too
                              low to pay a monthly Policy charge, loan charges
                              and any rider fees when due, and if the Guaranteed
                              Minimum Death Benefit rider is not in effect, then
                              the Policy will be in default and a grace period
                              will begin. There is the risk that if withdrawals,
                              loans and monthly deductions reduce your net
                              surrender value to too low an amount and/or if the
                              investment experience of your selected subaccounts
                              is not sufficiently favorable and/or if interest
                              rates credited to the fixed account are too low,
                              then the net surrender value of your Policy may



                                        9
<PAGE>






                              fall to zero and the Policy could lapse. In
                              that case, you will have a 61-day
                              grace period to make a sufficient payment. If
                              we do not receive a sufficient
                              payment before the grace period ends, your
                              Policy will end without value,
                              insurance coverage will no longer be in
                              effect, and you will receive no
                              benefits. Adverse tax consequences may result.

                              You may not reinstate your Policy after it has
                              lapsed unless you completed
                              the Policy application and had your Policy
                              delivered to you in a state which
                              permits reinstatement. If so, then you may
                              reinstate this Policy within five
                              years after it has lapsed if the insured (or
                              joint insureds) meets the insur-
                              ability requirements and you pay the amount we
                              require.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 TAX RISK                     It is reasonable to conclude that the Policy
 (INCOME TAX                  will be deemed a life insurance policy under
 AND MEC)                     federal tax law, so that the death benefit paid
                              to the beneficiary will not be subject to federal
                              income tax. However, the Policy has certain
                              innovative features that are not addressed in
                              existing legal interpretations and there is,
                              therefore, some risk that the Policy might not be
                              deemed a life insurance policy under federal tax
                              law. If the Policy is not so treated, annual
                              increases in the Policy's cash value will be
                              subject to federal income tax each year. Even if
                              the Policy is treated as a life insurance policy
                              under federal tax laws, the Policy will, in most
                              situations, be treated as a modified endowment
                              contract ("MEC") under those laws. If a Policy is
                              treated as a MEC, partial withdrawals, surrenders
                              and loans will be taxable as ordinary income to
                              the extent of its earnings in the Policy. In
                              addition, a 10% penalty tax may be imposed on
                              partial withdrawals, surrenders and loans taken
                              before you reach age 591/2. If a Policy is
                              treated as a life insurance policy and is not
                              treated as a MEC, partial surrenders and
                              withdrawals will not be subject to tax to the
                              extent of your investment in the Policy, and
                              amounts in excess of your investment in the
                              Policy, while subject to tax as ordinary income,
                              will not be subject to a 10% penalty tax. You
                              should consult a qualified tax advisor for
                              assistance in all tax matters involving your
                              Policy.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 LIMITS ON                    The Policy permits you to take only one
 PARTIAL                      partial withdrawal in any 12-month period,
 WITHDRAWALS                  after the first Policy year has been completed.
                              The amount you may withdraw is limited to
                              earnings. We calculate earnings as cash value,
                              reduced by any outstanding loan amount (including
                              any interest due on Policy loans) and any premiums
                              paid.

                              A partial withdrawal will reduce the specified
                              amount (and the minimum death benefit under the
                              Guaranteed Minimum Death Benefit rider) by:

                              Amount of withdrawal  X  initial specified amount
                                                       ------------------------
                                                           initial premium



                                       10
<PAGE>




                              This reduction may be significant. However, in no
                              event will any withdrawal reduce the minimum death
                              benefit under the Guaranteed Minimum Death Benefit
                              rider below $1,000.

                              Federal income taxes and a tax penalty may apply
                              to partial withdrawals and surrenders.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 LOAN RISKS                   A Policy loan, whether or not repaid, will affect
                              cash value over time because we subtract the
                              amount of the loan from the subaccounts and fixed
                              account options and place that amount in the loan
                              reserve as collateral. We then credit a fixed
                              interest rate of 3.0% to the loan collateral. As a
                              result, the loan collateral does not participate
                              in the investment results of the subaccounts nor
                              does it receive the current interest rates
                              credited to the fixed account options. The longer
                              the loan is outstanding, the greater the effect is
                              likely to be. Depending on the investment results
                              of the subaccounts and the interest rates credited
                              to the fixed account, the effect could be
                              favorable or unfavorable.

                              We also charge interest on Policy loans at a rate
                              of 6.0% payable in arrears. Interest is added to
                              the amount of the loan to be repaid.

                              A Policy loan affects the death benefit because a
                              loan reduces the death benefit proceeds by the
                              amount of the outstanding loan, plus any interest
                              you owe on Policy loans. A Policy loan will
                              terminate the Guaranteed Minimum Death Benefit
                              rider.

                              A Policy loan could make it more likely that a
                              Policy would lapse. There is a risk if the loan
                              reduces your net surrender value to too low an
                              amount and investment experience is unfavorable,
                              that the Policy will lapse, resulting in adverse
                              tax consequences. You will have a 61-day grace
                              period to submit a sufficient payment to avoid the
                              Policy's termination without value and the end of
                              insurance coverage. As mentioned in Risk of Lapse
                              on p. 9, you may only reinstate your Policy if
                              your Policy was delivered to you in a state which
                              permits reinstatement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 EFFECTS OF                   The surrender charge under this Policy will reduce
 THE SURRENDER                your cash value if you surrender your Policy in
 CHARGE                       the first nine Policy years. You should purchase
                              this Policy only if you have the financial
                              ability to keep it in force at the initial
                              specified amount for a substantial period of time.

                              Even if you do not ask to surrender your Policy,
                              the surrender charge plays a role in determining
                              whether your Policy will lapse. Net surrender
                              value (that is, cash value minus the surrender
                              charge and outstanding loans) is the measure we
                              use each month to determine whether your Policy
                              will remain in force or will lapse.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



                                       11
<PAGE>




 COMPARISON                   Like fixed benefit life insurance, the Policy
 WITH OTHER                   offers a death benefit and provides a cash value,
 INSURANCE                    loan privileges and a value on surrender. However,
 POLICIES                     the Policy differs from a fixed benefit policy
                              because it allows you to place your premium in
                              investment subaccounts. The amount and duration of
                              life insurance protection and of the Policy's cash
                              value will vary with the investment performance of
                              the amounts you place in the subaccounts. In
                              addition, the cash value and net surrender value
                              will always vary with the investment experience of
                              your selected subaccounts.

                              As you consider purchasing this Policy, keep in
                              mind that it may not be to your advantage to
                              replace existing insurance with the Policy.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 ILLUSTRATIONS                The hypothetical illustrations in this prospectus
                              are used in connection with the purchase of a
                              Policy and are based on hypothetical rates of
                              return. These rates are not guaranteed, and are
                              provided only to illustrate how the specified
                              amount, Policy charges and hypothetical rates of
                              return affect death benefit levels, cash value and
                              net surrender value of the Policy. We may also
                              illustrate Policy values based on the adjusted
                              historical performance of the portfolios since the
                              portfolios' inception, reduced by Policy and
                              subaccount charges. The hypothetical and adjusted
                              historic portfolio rates illustrated should not be
                              considered to represent past or future
                              performance. There is the risk that actual rates
                              of return may be higher or lower than those
                              illustrated, so that the values under your Policy
                              will be different from those in the illustrations.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------




                                       12

<PAGE>


PORTFOLIO ANNUAL EXPENSE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This table shows the fees and expenses charged by each portfolio. More detail
concerning each portfolio's fees and expenses is contained in the fund
prospectus.

ANNUAL PORTFOLIO OPERATING EXPENSES(1)
(As a percentage of average portfolio assets after fee waivers and expense
reimbursements)



<TABLE>
<CAPTION>
                                                                                         TOTAL
                                                   MANAGEMENT       OTHER EXPENSES       ANNUAL
  PORTFOLIOS                                          FEES      (AFTER REIMBURSEMENT)   EXPENSES
<S>                                               <C>          <C>                     <C>
 WRL Alger Aggressive Growth                         0.80%             0.11%             0.91%
 WRL VKAM Emerging Growth                            0.80%             0.09%             0.89%
 WRL Janus Growth(2)                                 0.78%             0.05%             0.83%
 WRL Janus Global(3)                                 0.80%             0.15%             0.95%
 WRL AEGON Bond                                      0.45%             0.09%             0.54%
 WRL LKCM Strategic Total Return                     0.80%             0.06%             0.86%
 WRL Federated Growth & Income                       0.75%             0.15%             0.90%
 WRL J.P. Morgan Money Market                        0.40%             0.06%             0.46%
 WRL Dean Asset Allocation                           0.80%             0.06%             0.86%
 WRL GE U.S. Equity                                  0.80%             0.25%             1.05%
 WRL Third Avenue Value                              0.80%             0.20%             1.00%
 WRL J.P. Morgan Real Estate Securities(4)           0.80%             0.20%             1.00%
 WRL AEGON Balanced                                  0.80%             0.11%             0.91%
 WRL NWQ Value Equity                                0.80%             0.09%             0.89%
 WRL C.A.S.E. Growth                                 0.80%             0.20%             1.00%
 WRL GE/Scottish Equitable International Equity      1.00%             0.50%             1.50%
 WRL Goldman Sachs Growth(5)(6)                      0.90%             0.10%             1.00%
 WRL Goldman Sachs Small Cap(5)                      0.90%             0.10%             1.00%
 WRL T. Rowe Price Dividend Growth(5)(6)             0.90%             0.10%             1.00%
 WRL T. Rowe Price Small Cap(5)                      0.75%             0.25%             1.00%
 WRL Salomon All Cap(5)(6)                           0.90%             0.10%             1.00%
 WRL Pilgrim Baxter Mid Cap Growth(5)(6)             0.90%             0.10%             1.00%
 WRL Dreyfus Mid Cap(5)(7)                           0.85%             0.15%             1.00%
</TABLE>



(1)  Effective January 1, 1997, the fund's Board authorized the fund to charge
     each portfolio of the fund an annual 12b-1 fee of up to 0.15% of each
     portfolio's average daily net assets. However, the fund will not deduct
     the fee from any portfolio before April 30, 2000. You will receive advance
     written notice if a Rule 12b-1 fee is deducted. See the fund prospectus
     for more detail.
(2)  WRL Investment Management, Inc. ("WRL Management") currently waives 0.025%
     of its advisory fee for the first $3 billion of the portfolio's average
     daily net assets (net fee -- 0.775%); and 0.05% for the portfolio's average
     daily net assets above $3 billion (net fee -- 0.75%). This waiver is
     voluntary and may be terminated at any time upon 90 days' notice to the
     fund.
(3)  WRL Management currently waives 0.025% of its advisory fee for the
     portfolio's average daily net assets above $2 billion (net fee -- 0.775%.)
     This waiver is voluntary and may be terminated at any time upon 90 days'
     notice to the fund.
(4)  Because the WRL J.P. Morgan Real Estate Securities portfolio commenced
     operations on May 1, 1998, the percentages set forth as "Other Expenses"
     and "Total Annual Expenses" are annualized.
(5)  Because these portfolios did not commence operations until May 1, 1999,
     the percentages set forth as "Other Expenses" and "Total Annual Expenses"
     reflect estimates of "Other Expenses" for the first year of operations.
(6)  As compensation for its services to the portfolios, WRL Management
     receives monthly compensation at 0.90% for the first $100 million of the
     portfolio's average daily net assets; and 0.80% for the portfolio's
     average daily net assets above $100 million.
(7)  As compensation for its services to the portfolios, WRL Management
     receives monthly compensation at 0.85% for the first $100 million of the
     portfolio's average daily net assets; and 0.80% for the portfolio's
     average daily net assets above $100 million.



                                       13
<PAGE>


     The purpose of the preceding table is to help you understand the various
costs and expenses that you will bear directly and indirectly. The table
reflects charges and expenses of the portfolios of the fund for the fiscal year
ended December 31, 1998. Expenses of the fund may be higher or lower in the
future. For more information on the charges described in this table, see the
fund prospectus which accompanies this prospectus.

     WRL Management, the investment adviser of the fund, has undertaken, until
at least April 30, 2000, to pay expenses on behalf of the portfolios of the
fund 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 WRL Alger Aggressive Growth, WRL VKAM Emerging Growth, WRL Janus Growth,
WRL Janus Global, WRL LKCM Strategic Total Return, WRL Federated Growth &
Income, WRL Dean Asset Allocation, WRL Third Avenue Value, WRL J.P. Morgan Real
Estate Securities, WRL AEGON Balanced, WRL NWQ Value Equity, WRL C.A.S.E.
Growth, WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe
Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL
Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap is 1.00% of the average
daily net assets; 0.70% of the average daily net assets for WRL AEGON Bond and
WRL J.P. Morgan Money Market; 1.50% of the average daily net assets for WRL
GE/Scottish Equitable International Equity; and 1.30% of the average daily net
assets for WRL GE U.S. Equity. In 1998, WRL Management reimbursed WRL
GE/Scottish Equitable International Equity in the amount of $127,763, WRL Third
Avenue Value in the amount of $14,229, and WRL J.P. Morgan Real Estate
Securities in the amount of $28,275. Without such reimbursement, the total fund
expenses during 1998 for WRL GE/Scottish Equitable International Equity, WRL
Third Avenue Value, and WRL J.P. Morgan Real Estate Securities would have been
1.96%, 1.13%, and 3.34%, respectively. See the fund prospectus for a
description of the expense limitation applicable to each portfolio.

WESTERN RESERVE AND THE FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

WESTERN RESERVE

     Western Reserve Life Assurance Co. of Ohio is the insurance company
issuing the Policy. Western Reserve was incorporated under Ohio law on October
1, 1957. We have established the separate account to support the investment
options under this Policy and under other variable life insurance policies we
issue. Our general account supports the fixed account options under the Policy.
Western Reserve intends to sell this Policy in all states (except New York) and
the District of Columbia.

THE FIXED ACCOUNT OPTIONS

     The fixed account is part of Western Reserve's general account. We use
general account assets to support our insurance and annuity obligations other
than those funded by separate accounts. Subject to applicable law, Western
Reserve has sole discretion over the investment of the fixed account's assets.
Western Reserve bears the full investment risk for all amounts contributed to
the fixed account. Western Reserve guarantees that the amounts


                                       14
<PAGE>


allocated to the fixed account options will be credited interest daily at a net
effective interest rate of at least 3.0%. We will determine any interest rate
credited in excess of the guaranteed rate at our sole discretion. We have no
specific formula for determining interest rates. If you allocate your initial
premium to the fixed account options, then we will credit the interest from the
date we receive the premium.

     THE STANDARD FIXED ACCOUNT. Money you place into the standard fixed
account option will earn interest compounded daily at a current interest rate
in effect at the time of your allocation. The interest rate is guaranteed never
to be less than 3.0% per year. We may declare current interest rates from time
to time. We may declare more than one interest rate for different money based
upon the date of allocation or transfer to the standard fixed account.

     We allocate amounts from the standard fixed account for partial
withdrawals, transfers to the subaccounts, or monthly deduction charges on a
last-in, first-out basis ("LIFO") for the purpose of crediting interest.

     THE FIXED DCA ACCOUNT. At the time you purchase the Policy, you may place
your entire initial premium into the fixed DCA account. Money you place into
the fixed DCA account will earn interest at an annual rate of at least 3.0%. We
may declare current interest rates from time to time. Money will be transferred
out of the fixed DCA account in six equal monthly installments and placed in
the standard fixed account and the subaccounts of your choice. See Fixed DCA
Account, p. 34.

     THE FIXED ACCOUNT OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT
OPTIONS.


THE SEPARATE ACCOUNT AND THE PORTFOLIOS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE SEPARATE ACCOUNT


     The separate account is divided into subaccounts, each of which invests in
shares of a specific portfolio of the fund. These subaccounts buy and sell
portfolio shares at net asset value without any sales charge. Any dividends and
distributions from a portfolio are reinvested at net asset value in shares of
that portfolio.


     Income, gains, and losses credited to, or charged against, a subaccount of
the separate account reflect the subaccount's own investment experience and not
the investment experience of our other assets. The separate account's assets
may not be used to pay any of our liabilities other than those arising from the
Policies. If the separate account's assets exceed the required reserves and
other liabilities, we may transfer the excess to our general account.

     The separate account may include other subaccounts that are not available
under the Policies and are not discussed in this prospectus. We may substitute
another subaccount,

                                       15
<PAGE>


portfolio or insurance company separate account under the Policies if, in our
judgment, investment in a subaccount or portfolio would no longer be possible
or becomes inappropriate to the purposes of the Policies, or if investment in
another subaccount or insurance company separate account is in the best
interest of owners. No substitution shall take place without notice to owners
and prior approval of the Securities and Exchange Commission ("SEC") and
insurance company regulators, to the extent required by the Investment Company
Act of 1940, as amended (the "1940 Act") and applicable law.

THE PORTFOLIOS

     The separate account invests in shares of the portfolios. Each portfolio
is an investment division of the fund, an open-ended management investment
company registered with the SEC. Such registration does not involve supervision
of the management or investment practices or policies of the portfolios by the
SEC.

     Currently, the portfolios of the fund corresponding to the subaccounts of
the separate account are: WRL Alger Aggressive Growth, WRL VKAM Emerging
Growth, WRL Janus Growth, WRL Janus Global, WRL AEGON Bond, WRL LKCM Strategic
Total Return, WRL Federated Growth & Income, WRL J.P. Morgan Money Market, WRL
Dean Asset Allocation, WRL GE U.S. Equity, WRL Third Avenue Value, WRL J.P.
Morgan Real Estate Securities, WRL AEGON Balanced, WRL NWQ Value Equity, WRL
C.A.S.E. Growth, WRL GE/ Scottish Equitable International Equity, WRL Goldman
Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe Price Dividend Growth,
WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL Pilgrim Baxter Mid Cap
Growth and WRL Dreyfus Mid Cap. Each portfolio's assets are held separate from
the assets of the other portfolios, and each portfolio has investment objectives
and policies that are different from those of the other portfolios. Thus, each
portfolio operates as a separate investment fund, and the income or losses of
one portfolio has no effect on the investment performance of any other
portfolio. Pending any prior approval by a state insurance regulatory authority,
certain subaccounts and corresponding portfolios may not be available to
residents of some states.

     Each portfolio's investment objective(s) and policies are summarized
below. THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE ITS STATED
OBJECTIVE(S). Certain portfolios may have investment objectives and policies
similar to other portfolios that are managed by the same investment adviser or
manager. The investment results of the portfolios, however, may be higher or
lower than those of such other portfolios. We do not guarantee or make any
representation that the investment results of the portfolios will be comparable
to any other portfolio, even those with the same investment adviser or manager.
You can find more detailed information about the portfolios, including a
description of risks, in the fund prospectus. You should read the fund
prospectus carefully.


                                       16
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                   SUB-ADVISER                        INVESTMENT OBJECTIVE
- -----------------           ------------------------           -----------------------------------
<S>                 <C>     <C>                        <C>     <C>
WRL ALGER           -->     Fred Alger                 -->     Seeks long-term capital
AGGRESSIVE                  Management, Inc.                   appreciation.
GROWTH

WRL VKAM            -->     Van Kampen                 -->     Seeks capital appreciation by
EMERGING                    Asset Management Inc.              investing primarily in common
GROWTH                                                         stocks of small and medium-sized
                                                               companies.

WRL JANUS           -->     Janus Capital              -->     Seeks growth of capital.
GROWTH                      Corporation

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

WRL AEGON           -->     AEGON USA                  -->     Seeks the highest possible current
BOND                        Investment                         income within the confines of the
                            Management, Inc.                   primary goal of insuring the
                                                               protection of capital.

WRL LKCM            -->     Luther King Capital        -->     Seeks to provide current income,
STRATEGIC                   Management                         long-term growth of income and
TOTAL RETURN                Corporation                        capital appreciation.

WRL FEDERATED       -->     Federated Investment       -->     Seeks total return by investing in
GROWTH & INCOME             Counseling                         securities that have defensive
                                                               characteristics.

WRL J.P. MORGAN     -->     J.P. Morgan Investment     -->     Seeks to obtain maximum current
MONEY MARKET                Management Inc.                    income consistent with the
                                                               preservation of principal and
                                                               maintenance of liquidity.

WRL DEAN ASSET      -->     Dean Investment            -->     Seeks preservation of capital and
ALLOCATION                  Associates                         competitive investment returns.

WRL GE U.S.         -->     GE Investment              -->     Seeks long-term growth of capital.
EQUITY                      Management
                            Incorporated

WRL THIRD           -->     EQSF Advisers, Inc.        -->     Seeks long-term capital
AVENUE VALUE                                                   appreciation.
</TABLE>


                                       17
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                   SUB-ADVISER                        INVESTMENT OBJECTIVE
- -----------------           ------------------------           -------------------------------------
<S>                 <C>     <C>                        <C>     <C>
WRL J.P. MORGAN     -->     J.P. Morgan Investment     -->     Seeks long-term total return from
REAL ESTATE                 Management Inc.                    investments primarily in equity
SECURITIES                                                     securities of real estate companies.
                                                               Total return will consist of
                                                               realized and unrealized capital
                                                               gains and losses plus income.

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

WRL NWQ VALUE       -->     NWQ Investment             -->     Seeks to achieve maximum,
EQUITY                      Management                         consistent total return with
                            Company, Inc.                      minimum risk to principal.

WRL C.A.S.E.        -->     C.A.S.E.                   -->     Seeks annual growth of capital
GROWTH                      Management, Inc.                   through investment in companies
                                                               whose management, financial
                                                               resources and fundamentals appear
                                                               attractive on a scale measured
                                                               against each company's present
                                                               value.

WRL GE/SCOTTISH     -->     Scottish Equitable         -->     Seeks long-term growth of capital.
EQUITABLE                   Investment Management
INTERNATIONAL               Limited and GE
EQUITY                      Investment Management
                            Incorporated

WRL GOLDMAN         -->     Goldman Sachs Asset        -->     Seeks long-term growth of capital.
SACHS GROWTH                Management Inc.

WRL GOLDMAN         -->     Goldman Sachs Asset        -->     Seeks long-term growth of capital.
SACHS SMALL CAP             Management Inc.

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

WRL T. ROWE         -->     T. Rowe Price              -->     Seeks long-term growth of capital
PRICE SMALL CAP             Associates, Inc.                   by investing primarily in common
                                                               stocks of small growth companies.

WRL SALOMON         -->     Salomon Brothers Asset     -->     Seeks capital appreciation.
ALL CAP                     Management Inc.

WRL PILGRIM         -->     Pilgrim Baxter &           -->     Seeks capital appreciation.
BAXTER MID CAP              Associates, Ltd.
GROWTH
</TABLE>


                                       18
<PAGE>


<TABLE>
<CAPTION>
PORTFOLIO                   SUB-ADVISER                        INVESTMENT OBJECTIVE
- -------------               -------------                      ------------------------------------
<S>                 <C>     <C>                        <C>     <C>
WRL DREYFUS         -->     The Dreyfus                -->     Seeks total investment returns
MID CAP                     Corporation                        (including capital appreciation and
                                                               income), which consistently
                                                               outperform the S&P 400 Mid Cap
                                                               Index.
</TABLE>



     WRL Management, located at 570 Carillon Parkway, St. Petersburg, Florida
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 fund's Board of Directors. For certain
portfolios, WRL Management has engaged investment sub-advisers to provide
portfolio management services. WRL Management and each investment sub-adviser
are registered investment advisers under the Investment Advisers Act of 1940,
as amended. See the fund prospectus for more information regarding WRL
Management and the investment sub-advisers.

     In addition to the separate account, shares of the portfolios are also
sold to other separate accounts that insurance companies, including Western
Reserve or its affiliates, establish to support variable annuity contracts and
variable life insurance policies. It is possible that, in the future, it may
become disadvantageous for variable life insurance separate accounts and
variable annuity separate accounts to invest in the portfolios simultaneously.
Neither we nor the portfolios currently foresee any such disadvantages, either
to variable life insurance policyowners or to variable annuity contract owners.
However, the fund's Board of Directors will monitor events in order to identify
any material conflicts between the interests of such variable life insurance
policyowners and variable annuity contract owners, and will determine what
action, if any, it should take. Such action could include the sale of portfolio
shares by one or more of the separate accounts, which could have adverse
consequences. Material conflicts could result from, for example, (1) changes in
state insurance laws, (2) changes in federal income tax laws, or (3)
differences in voting instructions between those given by variable life
insurance policyowners and those given by variable annuity contract owners.

     If the fund's Board of Directors were to conclude that separate funds
should be established for variable life insurance 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

     We reserve the right to transfer separate account assets to another
separate account that we determine to be associated with the class of contracts
to which the Policy belongs. We also reserve the right, subject to compliance
with applicable law, to add to, delete from, or substitute the investments that
are held by any subaccount, or that any subaccount may purchase. We will only
add, delete or substitute shares of another portfolio of the fund (or


                                       19
<PAGE>


of another open-end, registered investment company) if the shares of a
portfolio are no longer available for investment, or if in our judgement
further investment in any portfolio would become inappropriate in view of the
purposes of the separate account. We will not add, delete or substitute any
shares attributable to your interest in a subaccount without notice to and
prior approval of the SEC, to the extent required by the 1940 Act or other
applicable law. We may also decide to purchase for the separate account
securities from other portfolios.

     We also reserve the right to establish additional subaccounts of the
separate account, each of which would invest in a new portfolio of the fund, or
in shares of another investment company, with specified investment objectives.
We may establish new subaccounts when, in our sole discretion, marketing, tax
or investment conditions warrant. We will make any new subaccounts available to
existing owners on a basis we determine. We may also eliminate one or more
subaccounts for the same reasons as stated above.

     In the event of any such substitution or change, we may make such changes
in this and other policies as may be necessary or appropriate to reflect such
substitution or change. If we deem it to be in the best interests of persons
having voting rights under the Policies, and when permitted by law, the
separate account may be (1) operated as a management company under the 1940
Act, (2) deregistered under the 1940 Act in the event such registration is no
longer required, (3) managed under the direction of a committee, or (4)
combined with one or more other separate accounts, or subaccounts.

PLEASE READ THE ATTACHED FUND PROSPECTUS TO OBTAIN MORE COMPLETE INFORMATION
REGARDING THE PORTFOLIOS.

YOUR RIGHT TO VOTE PORTFOLIO SHARES

     Even though we are the legal owner of the portfolio shares held in the
subaccounts, and have the right to vote on all matters submitted to
shareholders of the portfolios, we will vote our shares only as policyowners
instruct, so long as such action is required by law.

     Before a vote of a portfolio's shareholders occurs, you will receive
voting materials from us. We will ask you to instruct us on how to vote and to
return your proxy to us in a timely manner. You will have the right to instruct
us on the number of portfolio shares that corresponds to the amount of cash
value you have in that portfolio (as of a date set by the portfolio).

     If we do not receive voting instructions on time from some policyowners,
we will vote those shares in the same proportion as the timely voting
instructions we receive. Should federal securities laws, regulations and
interpretations change, we may elect to vote portfolio shares in our own right.
If required by state insurance officials, or if permitted under federal
regulation, we may disregard certain owner voting instructions. If we ever
disregard voting instructions, we will send you a summary in the next annual
report to policyowners advising you of the action and the reasons we took such
action.


                                       20
<PAGE>
THE POLICY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PURCHASING A POLICY

     To purchase a Policy, a prospective owner must submit a completed
application and an initial premium to us. You may also send the application and
initial premium to us through any licensed life insurance agent who is also a
registered representative of a broker-dealer having a selling agreement with
AFSG Securities Corporation, the principal underwriter for the Policy.

     Our address for applications submitted by World Marketing Alliance
distribution systems is:
                              Western Reserve
                              P.O. Box 628069
                              Orlando, Florida 32862-8069

Everyone else should submit applications to:

                              Western Reserve
                              P.O. Box 628078
                              Orlando, Florida 32862-8078

     You may also fax your application to us at 727-299-1667 and send us your
initial premium by wire transfer. See Initial Premium, p. 26 for details.

     We determine the specified amount for a Policy based on the initial
premium paid and other characteristics of the proposed insured (or joint
insureds), such as age, gender and rate class. We base the minimum initial
premium for your Policy on the guideline single premium established under
federal tax laws given the age, gender and rate class of the insured (or joint
insured). We currently require a minimum initial premium of $20,000.

     We use different underwriting standards (simplified, expanded) in relation
to the Policy. We can provide you with details as to these underwriting
standards when you apply for a Policy. We must receive evidence of insurability
that satisfies our underwriting standards before we will issue a Policy.
Generally, for simplified underwriting for a single life Policy we will issue a
Policy for an insured between the ages of 35 to 80; for a Joint Policy, the
minimum age for both insureds is 45 and the difference between the joint
insureds' ages cannot be greater than 20 years. The joint insureds must be
spouses or expanded underwriting will be required. For expanded underwriting,
we will issue a Policy for an insured (or joint insureds) between the ages of
18 to 34 and 81 to 90. We reserve the right to reject an application for any
reason permitted by law.

UNDERWRITING STANDARDS

     This Policy uses mortality tables that distinguish between men and women.
As a result, the Policy pays different benefits to men and women of the same
age. Montana prohibits our use of actuarial tables that distinguish between men
and women to determine premiums and policy benefits for policies issued on the
lives of its residents. Therefore, we


                                       21
<PAGE>

will base the premiums and benefits in Policies that we issue in Montana, to
insure residents of that state, on actuarial tables that do not differentiate
on the basis of gender.

     Your cost of insurance charge will depend on the insured's (or each joint
insured's) rate class. We currently place insureds (or each joint insured) into
one of the following rate classes:

     o  select, non-tobacco use; and
     o  standard, tobacco use.

     We generally charge higher rates for insureds who use tobacco.

WHEN INSURANCE COVERAGE TAKES EFFECT

     Full insurance coverage under the Policy will take effect only if the
insured (or joint insureds) is alive and in the same condition of health as
described in the application when the Policy is delivered to the owner, and if
the initial premium is paid.

     CONDITIONAL INSURANCE COVERAGE. If the insured (or joint insureds)
qualifies for simplified underwriting, conditional insurance coverage begins as
soon as you complete an application and pay an initial premium of at least
$20,000. If the insured (or joint insureds) does not qualify for simplified
underwriting, conditional insurance coverage begins on the date all medical
tests and exams are completed. Conditional insurance coverage is void if the
check or draft sent to pay the initial premium is not honored when we first
present it for payment.






 THE AMOUNT OF                  o  the specified amount applied for; or
 CONDITIONAL INSURANCE          o  $300,000
 COVERAGE IS THE LESSER OF:     reduced by all amounts payable under all other
                                life insurance or accidental death benefits that
                                the insured (or joint insureds) has in force or
                                pending with us.





<TABLE>
<CAPTION>
<S>                             <C>
 CONDITIONAL LIFE INSURANCE     o  the date we determine the insured (or joint insureds) has
 COVERAGE TERMINATES               satisfied our underwriting requirements (the Policy date);
 AUTOMATICALLY, AND             o  10 days following our offer of insurance, on any person
 WITHOUT NOTICE, ON THE            proposed, under a different plan or at an increased
 EARLIEST OF:                      premium or different rate class;
                                o  at the end of the fraction of a year which the payment
                                   bears to the premium required to provide one month of
                                   insurance in the amount as described above;
                                o  60 days from the beginning of conditional insurance
                                   coverage; or
                                o  the date we notify you that the application is declined and
                                   the initial premium is returned.
</TABLE>


                                       22
<PAGE>


     Conditional insurance coverage is void if the application contains any
material misrepresentation or is fraudulently completed. Benefits will also be
denied if any proposed insured commits suicide.

     FULL INSURANCE COVERAGE AND ALLOCATION OF INITIAL PREMIUM. Once we
determine that the insured (or joint insureds) meets our underwriting
requirements, full insurance coverage begins, we issue the Policy, and we begin
to deduct monthly and daily insurance charges from your initial premium. This
date is the Policy date. On the Policy date, we will allocate your premium to
the subaccounts and fixed account options you elected on your application,
provided you live in a state that does not require a refund of full premium
during the free look period. If your state requires us to return the full
premium in the event you exercise your free look right, we will place your
premium in the reallocation account until the reallocation date. See
Reallocation Account, p. 28.

     On any day we credit premiums or transfer cash value to a subaccount, we
will convert the dollar amount of the premium (or transfer) into subaccount
units at the unit value for that subaccount, determined at the end of the day.
We will credit amounts to the subaccounts only on a valuation date, that is, on
a date the New York Stock Exchange ("NYSE") is open for trading. See Policy
Values, p. 29.

OWNERSHIP RIGHTS

     The Policy belongs to the owner named in the application. The owner may
exercise all of the rights and options described in the Policy. If two owners
are named, the Policy will be owned jointly, and each owner's consent will be
required to exercise ownership rights. The owner is the insured unless the
application specifies a different person as the insured. If the owner dies
before the insured (or surviving insured) and no contingent owner is named,
then ownership of the Policy will pass to the owner's estate. The owner may
exercise certain rights described below.






 CHANGING THE     o  Change the owner by providing written notice to us at any
 OWNER               time while the insured (or surviving insured) is alive and
                     the Policy is in force.
                  o  Change is effective as of the date that the written notice
                     is signed.
                  o  Changing the owner does not automatically change the
                     beneficiary.
                  o  Changing the owner may have tax consequences. You
                     should consult a tax advisor before changing the owner.
                  o  We are not liable for payments we made before we
                     received the written notice.



                                       23
<PAGE>




 CHOOSING THE     o  The owner designates the beneficiary (the person to
 BENEFICIARY         receive the death benefit when the insured or surviving
                     insured dies) in the application.
                  o  If you designate more than one beneficiary, then each
                     beneficiary shares equally in any death benefit proceeds
                     unless the beneficiary designation states otherwise.
                  o  If the beneficiary dies before the insured or surviving
                     insured, then any contingent beneficiary becomes the
                     beneficiary.
                  o  If both the beneficiary and contingent beneficiary die
                     before the insured or surviving insured, then the death
                     benefit will be paid to the owner or the owner's estate
                     upon the insured's or surviving insured's death.






 CHANGING THE     o  Change the beneficiary by providing us with a written
 BENEFICIARY         notice.
                  o  Change is effective as of the date the owner signs the
                     written notice.
                  o  We are not liable for any payments we made before we
                     received the written notice.






 ASSIGNING THE    o  The owner may assign Policy rights while the insured (or
 POLICY              either or both joint insureds) is alive.
                  o  The owner retains any ownership rights that are not
                     assigned.
                  o  Assignee may not change the owner or the beneficiary, and
                     may not elect or change an optional method of payment.
                     Any amount payable to the assignee will be paid in a
                     lump sum.
                  o  Claim under any assignment are subject to proof of
                     interest and the extent of the assignment.
                  o  We are not:
                     -->  bound by any assignment unless we receive a
                          written notice of the assignment;
                     -->  responsible for the validity of any assignment;
                     -->  liable for any payment we made before we
                          received written notice of the assignment; or
                     -->  any assignment which results in adverse tax
                          consequences to the owner, insured(s) or
                          beneficiary(ies).
                  o  Assigning the Policy may have tax consequences. You
                     should consult a tax advisor before assigning the Policy.



                                       24
<PAGE>

POLICY SPLIT OPTION

     For a Joint Policy, as long as you provide us with sufficient evidence
that the joint insureds meet our insurability standards, you may request that
the Policy, not including any riders, be split (the "Split Option") into two
new individual fixed account life insurance policies, one on the life of each
joint insured, if one of the three events listed below occurs. You may request
this Split Option by giving us written notice within 90 days after:

   o   the enactment or effective date (whichever is later) of a change
       in the federal estate tax laws that would reduce or eliminate the
       unlimited marital deduction;
   o   the date of entry of a final decree of divorce of the joint
       insureds; or
   o   written confirmation of a dissolution of a business partnership of
       which the joint insureds were partners.





 CONDITIONS FOR   o  If more than one person owns the Policy, each owner must
 EXERCISING          agree to the split.
 SPLIT OPTION:    o  The initial specified amount for each new policy cannot be
                     more than 50% of the Policy's specified amount, excluding
                     the face amount of any riders.
                  o  The new policies will be subject to our minimum and
                     maximum specified amounts and issue ages for the plan of
                     insurance you select.
                  o  You must obtain our approval before you can exercise the
                     Split Option if one of the joint insureds is older than the
                     new policy's maximum issue age when you request the
                     Split Option.




     Cash value and indebtedness under the Policy will be allocated equally to
each of the new policies. If one joint insured does not meet our insurability
requirements, we will pay you half of the Policy's net surrender value and
issue only one new policy covering the joint insured that meets our
insurability requirements; or you may cancel the Split Option and keep the
Policy in force on both joint insureds.

     We will base the premiums for the new policies on each joint insured's
attained age and premium rate class which we determine based on the current
evidence of insurability submitted for each joint insured. Premiums will be
payable as of the Policy date for each new policy. The Policy date for each new
policy will be the monthly anniversary after we receive your written request to
exercise the Split Option. The owner and beneficiary for the new policies will
be those named in the Policy, unless you specify otherwise. Any new premium you
pay to the new policies will be subject to the normal charges, if any, of the
new policies at the time you pay the premium.

     Exercising the Split Option may result in a taxable event. Moreover, the
new life insurance policies received if you exercise the Split Option may not
be treated as life insurance policies for federal income tax purposes, or, if
so treated, may be treated as MECs, even if the original Policy was not. (See
Federal Income Tax Considerations, p. 47.) You should consult a tax advisor
before exercising the Split Option.


                                       25
<PAGE>


CANCELING A POLICY

     You may cancel a Policy during the "free-look period" by returning it to
our office, to one of our branch offices or to the agent who sold you the
Policy. The free-look period expires 10 days after you receive the Policy. In
some states you may have more than 10 days. If you decide to cancel the Policy
during the free-look period, we will treat the Policy as if it had never been
issued. We will pay the refund, without interest, within seven days after we
receive the returned Policy. The amount of the refund will be:

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

     o   your cash value in the subaccounts and the fixed account options
         on the date we (or our agent) receive the returned Policy, except that
         the amount allocated to the fixed DCA account will be treated as if it
         had been allocated to the standard fixed account.

     If any state law prohibits the calculation above, we will refund, without
interest, the total of all premiums paid for the Policy. See Allocating
Premiums, p. 27.


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

INITIAL PREMIUM

     The initial premium for a given specified amount depends on a number of
factors including the age, gender, and rate class of the proposed insured(s).
For a given initial premium, we will specify the exact specified amount that
you must purchase. For a Joint Policy, we will provide the specified amount at
the time of application based upon the specific ages, gender, and rate classes
of the proposed joint insureds.

     We will accept initial premium payments by wire transfer and Policy
applications by fax under the following conditions.

     o  If you wish to make payments by wire transfer, you should
        instruct your bank to wire federal funds to us. Please contact us at
        1-800-851-9777 for complete wire instructions.

     o  If you send your initial premium by wire transfer, you must, at
        the same time, send us your completed application by telephone
        facsimile transmission ("faxed application") to 727-299-1667, and
        send us the original signed application.

     o  If we accept your initial premium payment by wire transfer
        accompanied by your faxed application, we will allocate your premium
        on the Policy date (or reallocation date if you reside in a state
        that requires full refund of premium during the free look period)
        according to your instructions once we have received your application.
        See Reallocation Account, p. 28.

     o  If you send your initial premium by wire transfer but do not
        send us your faxed application simultaneously, or if the application
        is incomplete, we will keep the initial premium for up to five
        business days. If we cannot obtain the faxed application or necessary
        information within five business days, we will return


                                       26
<PAGE>


        your initial premium to you, unless you allow us to keep it until we
        receive your faxed application or necessary information.

     o  When we receive your original signed application and if the
        allocation instructions are different from those in the faxed
        application, then we will reallocate your cash value in accordance
        with the instructions on your original signed application on the
        first valuation date after we receive the original signed
        application.

     We currently require a minimum initial premium of $20,000. If you want to
qualify for simplified undewriting, the maximum premium you can pay at the time
of your application is $50,000 (for ages 35-49) and $100,00 (for ages 50-80).
Other limits apply for Joint Policies and Policies with full underwriting. We
reserve the right to modify these requirements and premium amounts at any time.

     TAX-FREE EXCHANGES ("1035 EXCHANGES"). We will accept as part of your
initial premium money from one contract that qualified for a tax-free exchange
under Section 1035 of the Internal Revenue Code. If you contemplate such an
exchange, you should consult a competent tax advisor to learn the potential tax
effects of such a transaction.

     Subject to our underwriting requirements, we will permit you to make one
additional cash payment within three business days of our receipt of the
proceeds from the 1035 Exchange before we determine your Policy's specified
amount.

ADDITIONAL PREMIUMS

     You will have limited flexibility to add additional premiums to the Policy
since we require that the initial premium equal the maximum amount that can be
applied to the Policy at issue. In general, you may not pay any additional
premiums on the Policy for several years in order for the Policy to continue to
qualify as a life insurance Policy as defined in federal tax laws and
regulations. At the time the Policy allows for the payment of additional
premiums, we reserve the right to limit or refund any premium if:

     o  the amount is below our current minimum additional premium
        requirement;

     o  the premium would increase the death benefit by more than the
        amount of the premium; or

     o  accepting the premium would disqualify the Policy as a life
        insurance Policy as defined in federal tax laws and regulations.

     You may pay premiums by any method we deem acceptable. We will treat any
payment you make as a loan repayment unless you clearly mark it as a premium
payment.

ALLOCATING PREMIUMS

     When you apply for a Policy, you must instruct us to allocate your premium
to one or more subaccounts of the separate account and to the fixed account
options according to the following rules:

     o  allocation percentages must be in whole numbers;

     o  if you select the fixed DCA account, you must put your entire
        initial premium into the fixed DCA account at the time of your
        application; and


                                       27
<PAGE>


     o  if you select standard dollar cost averaging, you must put at
        least $5,000 into the WRL J.P. Morgan Money Market subaccount.

     Generally, we will not allow you to pay additional premiums except in
certain limited circumstances. If we do allow you to pay additional premiums,
you may change the allocation instructions for such additional premium payments
without charge by writing us or calling us at 1-800-851-9777. Upon instructions
from you, the registered representative/agent of record for your Policy may
also change your allocation instructions for you. In the future, we may decide
that the minimum amount you can allocate to a particular subaccount is 1.0% of
each premium payment (currently not required).

     Whenever you direct money into a subaccount, we will credit your Policy
with the number of units for that subaccount that can be bought for the dollar
payment. We price each subaccount unit using the unit value determined at the
end of the day after the closing of the NYSE (usually at 4:00 p.m. Eastern
time). We will credit amounts to the subaccounts only on a valuation date, that
is, on a date the NYSE is open for trading. See Policy Values, p. 29. Your cash
value will vary with the investment experience of the subaccounts in which you
invest. YOU BEAR THE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE
SUBACCOUNTS.

     You should review periodically how your cash value is allocated among the
subaccounts and the fixed account options because market conditions and your
overall financial objectives may change.

     REALLOCATION ACCOUNT. If your state requires us to return your initial
premium in the event you exercise your free-look right, we will allocate the
initial premium on the Policy date to the reallocation account. While held in
the reallocation account, your premium will earn interest at the current rates
for the standard fixed account. The premium will remain in the reallocation
account for the number of days in your state's free look period plus five days.
This is the reallocation date. Please contact your agent for details concerning
the free look period for your state.

     On the first valuation date on or after the reallocation date, we will
reallocate all cash value from the reallocation account to the subaccounts and
fixed account options you selected on the application. If you requested either
fixed DCA or standard dollar cost averaging, we will reallocate the cash value
to either the fixed DCA account or the WRL J.P. Morgan Money Market subaccount
respectively, on the reallocation date.

     For states which do not require full refund of the initial premium, the
reallocation date is the same as the Policy date and we will allocate your
initial premium on the Policy date to the subaccounts and the
fixed account options in accordance with the instructions you gave us on your
application.


                                       28
<PAGE>

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





 CASH VALUE       o  serves as the starting point for calculating values under
                     a Policy.
                  o  equals the sum of all values in each subaccount and the
                     fixed account options.
                  o  is determined on the Policy date and on each valuation
                     date.
                  o  has no guaranteed minimum amount and may be more or
                     less than premiums paid.




NET SURRENDER VALUE

     The net surrender value is the amount we pay when you surrender your
Policy. We determine the net surrender value at the end of the valuation period
when we receive your written surrender request.





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




SUBACCOUNT VALUE

     Each subaccount's value is the cash value in that subaccount. At the end
of any valuation period, the subaccount's value is equal to the number of units
that the Policy has in the subaccount, multiplied by the unit value of that
subaccount.





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




     Every time you allocate, transfer or withdraw money to or from a
subaccount, we convert that dollar amount into units. We determine the number
of units we credit to, or subtract from, your Policy by dividing the dollar
amount of the allocation, transfer or partial withdrawal by the unit value for
that subaccount at the end of the valuation period.



                                       29
<PAGE>


SUBACCOUNT UNIT VALUE

     The value (or price) of each subaccount unit will reflect the investment
performance of the portfolio in which the subaccount invests. Unit values will
vary among subaccounts. The unit value of each subaccount was originally
established at $10 per unit. The unit value may increase or decrease from one
valuation period to the next.






 THE UNIT         o  the total value of the portfolio shares held in the
 VALUE OF ANY        subaccount, determined by multiplying the number of
 SUBACCOUNT AT       portfolio shares owned by the subaccount by the
 THE END OF A        portfolio's net asset value per share determined at the end
 VALUATION           of the valuation period; MINUS
 PERIOD IS        o  a charge equal to the daily net assets of the subaccount
 CALCULATED AS:      multiplied by the daily equivalent of the daily charge;
                     MINUS
                  o  the accrued amount of reserve for any taxes or other
                     economic burden resulting from applying tax laws that we
                     determine to be properly attributable to the subaccount;
                     AND THE RESULT DIVIDED BY
                  o  the number of outstanding units in the subaccount.




     The portfolio in which any subaccount invests will determine its net asset
value per share once daily, as of the close of the regular business session of
the NYSE (usually 4:00 p.m. Eastern time), which coincides with the end of each
valuation period.

FIXED ACCOUNT VALUE

     On the Policy date, the fixed account value is equal to the premiums
allocated to the fixed account, minus the portion of the first monthly
deduction taken from the fixed account.





 THE FIXED        o  the premium(s) allocated to the fixed account; PLUS
 ACCOUNT VALUE    o  any amounts transferred from a subaccount to the fixed
 AT THE END OF       account; PLUS
 ANY VALUATION    o  total interest credited to the fixed account; MINUS
 PERIOD IS        o  amounts charged to pay for monthly deductions; MINUS
 EQUAL TO:        o  amounts withdrawn from the fixed account to pay for
                     partial withdrawals; MINUS
                  o  amounts transferred from the fixed account to a
                     subaccount.




                                       30

<PAGE>


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

GENERAL

     You or your agent/registered representative of record may make transfers
among the subaccounts or from the subaccounts to the fixed account. We
determine the amount you have available for transfers at the end of the
valuation period when we receive your transfer request. WE MAY MODIFY OR REVOKE
THE TRANSFER PRIVILEGE AT ANY TIME. The following features apply to transfers
under the Policy:

  /checkmark/ You may make an unlimited number of transfers in a Policy year.
  /checkmark/ You may make one transfer from the fixed account per Policy year.
  /checkmark/ You may request transfers in writing (in a form we accept), by fax
              or by telephone.
  /checkmark/ There is no minimum amount that must be transferred.
  /checkmark/ There is no minimum amount that must remain in a subaccount after
              a transfer.
  /checkmark/ We deduct a $10 charge from the amount transferred for the 13th
              and each additional transfer in a Policy year.
  /checkmark/ We consider all transfers made in any one day to be a single
              transfer.
  /checkmark/ Transfers resulting from loans, conversion rights, standard and
              fixed dollar cost averaging, asset rebalancing, and transfers from
              the fixed account are NOT treated as transfers for the purpose of
              the transfer charge.

     The Policy's transfer privilege is not intended to afford policyowners a
way to speculate on short-term movements in the market. Excessive use of the
transfer privilege can disrupt the management of the portfolios and increase
transaction costs. Accordingly, we have established a policy of limiting
excessive transfer activity. We will limit transfer activity to two substantive
transfers (at least 30 days apart) from each portfolio, except from the WRL
J.P. Morgan Money Market portfolio during any 12-month period. We interpret
"substantive" to mean either a dollar amount large enough to have a negative
impact on a portfolio's operations or a series of movements between portfolios.
We will not limit non-substantive transfers.

     Your Policy as applied for and issued, will automatically receive
telephone transfer privileges unless you provide other instructions. The
telephone transfer privileges allow you to give authority to the registered
representative or agent of record for your Policy to make telephone transfers
and to change the allocation of future payments among the subaccounts and the
fixed account on your behalf according to your instructions. To make a
telephone transfer, you may call 1-800-851-9777 or fax your instructions to
727-299-1667.

     Please note the following regarding telephone or fax transfers:

     -->   We are not liable for any loss, damage, cost or expense from
           complying with telephone instructions we reasonably believe to be
           authentic. You bear the risk of any such loss.


                                       31
<PAGE>


     -->   We will employ reasonable procedures to confirm that telephone
           instructions are genuine.
     -->   If we do not employ reasonable confirmation procedures, we may be
           liable for losses due to unauthorized or fraudulent instructions.
     -->   Such procedures may include requiring forms of personal
           identification prior to acting upon telephone instructions,
           providing written confirmation of transactions to owners, and/or
           tape recording telephone instructions received from owners.
     -->   We may also require written confirmation of your request.
     -->   If you do not want the ability to make telephone transfers, you
           should notify us in writing.
     -->   Telephone or fax requests must be received before 4:00 p.m. Eastern
           time to assure same-day pricing of the transaction.
     -->   We will not be responsible for any transmittal problems when you fax
           us your request unless you report it to us within five business days
           and send us proof of your fax transmittal.
     -->   We may discontinue this option at any time.

     We will process any transfer request we receive before the NYSE closes
(usually 4:00 p.m. Easterm time) using the subaccount unit value determined at
the end of that session of the NYSE. If we receive the transfer request after
the NYSE closes, we will process the request using the subaccount unit value
determined at the close of the next regular business session of the NYSE.

STANDARD FIXED ACCOUNT TRANSFERS

     You may make one transfer per Policy year from the standard fixed account
unless you select standard dollar cost averaging from the standard fixed
account. We reserve the right to require that you make the transfer request in
writing. We must receive the transfer request no later than 30 days after a
Policy anniversary. We will make the transfer on the date we receive the
written request. The maximum amount you may transfer is the greater of:

     -->   25% of the amount in the standard fixed account; or
     -->   the amount you transferred from the standard fixed account in the
           immediately prior Policy year (excluding transfers from the fixed
           DCA account).

CONVERSION RIGHTS

     If within two years of your Policy date, you transfer all of your
subaccount values to the standard fixed account, then we will not charge you a
transfer fee, even if applicable. You must make your request in writing.

STANDARD DOLLAR COST AVERAGING

     Standard dollar cost averaging is an investment strategy designed to
reduce the investment risks associated with market fluctuations. The strategy
spreads the allocation of your premium into the subaccounts over a period of
time. This potentially allows you to


                                       32
<PAGE>


reduce the risk of investing most of your premium into the subaccounts at a
time when prices are high. The success of this strategy is not assured and
depends on market trends. You should consider carefully your financial ability
to continue the program over a long enough period of time to purchase units
when their value is low as well as when they are high. We make no guarantee
that dollar cost averaging will result in a profit or protect you against a
loss.

     Under standard dollar cost averaging, we automatically transfer a set
dollar amount from the WRL J.P. Morgan Money Market subaccount to one or more
subaccounts that you choose. At the beginning of dollar cost averaging, you
must choose the time period (12, 24 or 36 months) over which the entire amount
will be transferred in equal monthly installments. We will make the transfers
monthly as of the end of the valuation date starting on the first Monthiversary
after the Policy date or reallocation date. We will make the first transfer in
the month after we receive your request, provided that we receive the form by
the 25th day of the month.




 TO START STANDARD         --> you must submit a completed form to us requesting
 DOLLAR COST AVERAGING:        standard dollar cost averaging;
                           --> you must have at least $5,000 in the WRL J.P.
                               Morgan Money Market subaccount;
                           --> the monthly amount transferred will be determined
                               by dividing the total amount to be transferred by
                               the number of months in the period chosen (12, 24
                               or 36 months); and
                           --> interest accrued on the cash value in the WRL
                               J.P. Morgan Money Market subaccount during the
                               term of dollar cost averaging will be tranferred
                               in the last month of the standard dollar cost
                               averaging term.

You may request standard dollar cost averaging to begin at any time, except that
you cannot begin standard dollar cost averaging if you have an active fixed DCA
account. There is no charge for standard dollar cost averaging. Transfers under
standard dollar cost averaging do NOT count as transfers for purposes of the
transfer charge.


 STANDARD DOLLAR COST      --> we receive your request to cancel your
 AVERAGING WILL                participation;
 TERMINATE IF:             --> the value in the WRL J.P. Morgan Money Market
                               subaccount is depleted;
                           --> you elect to participate in the asset rebalancing
                               program; OR
                           --> you elect to participate in any asset allocation
                               services provided by a third party.


     We may modify, suspend, or discontinue standard dollar cost averaging at
any time.


                                       33
<PAGE>


FIXED DCA ACCOUNT

     To be eligible for fixed dollar cost averaging, you must elect the fixed
DCA account on your application and put your entire initial premium into the
fixed DCA account. Money you place in the fixed DCA account will earn interest
at rates we declare from time to time. Money will be transferred out of the
fixed DCA account in six equal monthly installments with the first transfer
starting on the first Monthiversary after the Policy date or reallocation date.
Interest accrued on the initial premium will be transferred in the last month
of the fixed DCA account term. Money in the fixed DCA account may be
transferred entirely to other subaccounts or the standard fixed account after
one month.

     There is no charge for participating in the fixed DCA account. Transfers
from the fixed DCA account do NOT count as transfers for purposes of the
transfer charge.

     We reserve the right to stop offering the fixed DCA account at any time
for any reason. We may offer a higher 30-day interest rate guaranteed for one
month. If you exercise your free look right and you reside in a state which
requires us to return your premium, then we will return your full initial
premium, but without any interest. But if you reside in a state which requires
us to return cash value, then we will treat your initial premium as if it had
been allocated to the standard fixed account.




 FIXED DOLLAR     o  we receive written notice from you instructing us to cancel
 COST AVERAGING      the program;
 WILL END IF:     o  you elect to participate in the asset rebalancing program;
                     or
                  o  you elect to participate in any asset allocation services
                     provided by a third party.




ASSET REBALANCING PROGRAM

     We also offer an asset rebalancing program under which you may transfer
amounts periodically to maintain a particular percentage allocation among the
subaccounts. Cash value allocated to each subaccount will grow or decline in
value at different rates. The asset rebalancing program automatically
reallocates the cash value in the subaccounts at the end of each period to
match your Policy's currently effective premium allocation schedule. Cash value
in the standard fixed account, the standard dollar cost averaging program and
the fixed DCA account are not available for this program. This program does not
guarantee gains. A subaccount may still have losses.

     You may elect asset rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Policy date. You may modify your allocations
quarterly. Once we receive the asset rebalancing request form, we will effect
the initial rebalancing of cash value on the next such anniversary, in
accordance with the Policy's current premium allocation schedule. We will
credit the amounts transferred at the unit value next determined on the dates
the transfers are made. If a day on which rebalancing would ordinarily occur
falls on a day on which the NYSE is closed, rebalancing will occur on the next
day the NYSE is open.


                                       34
<PAGE>


     To start asset rebalancing, you must submit a completed asset rebalancing
request form to us before the maturity date. There is no charge for the asset
rebalancing program. Reallocations under the asset rebalancing program do NOT
count as transfers for purposes of the transfer charge.




 ASSET REBALANCING    -->  you elect to participate in the fixed DCA account;
 WILL CEASE IF:       -->  you elect to participate in the standard dollar cost
                           averaging program;
                      -->  we receive your request to discontinue participation;
                      -->  you make ANY transfer to or from any subaccount other
                           than under a scheduled rebalancing; or
                      -->  you elect to participate in any asset allocation
                           services provided by a third party.




     You may start and stop participating in the asset rebalancing program at
any time; but we may restrict your right to re-enter the program to once each
Policy year. If you wish to resume the asset rebalancing program, you must
complete a new request form. We may modify, suspend, or discontinue the asset
rebalancing program at any time.

THIRD PARTY ASSET ALLOCATION SERVICES

     We may provide administrative or other support services to independent
third parties you authorize to conduct transfers on your behalf, or who provide
recommendations as to how your subaccount values should be allocated. This
includes, but is not limited to, transferring subaccount values among
subaccounts in accordance with various investment allocation strategies that
these third parties employ. These independent third parties may or may not be
appointed Western Reserve agents for the sale of Policies. 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 YOUR BEHALF BY SUCH THIRD PARTIES OR
ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE BY SUCH PARTIES. Western Reserve
does not currently charge you any additional fees for providing these support
services. Western Reserve reserves the right to discontinue providing
administrative and support services to owners utilizing independent third
parties who provide investment allocation and transfer recommendations.

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

     This section describes the charges and deductions that we make under the
Policy to compensate for: (1) the service and benefits we provide; (2) the
costs and expenses we incur; and (3) the risks we assume.


                                       35
<PAGE>




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





 COSTS AND        o  costs associated with processing and underwriting
 EXPENSES            applications;
 WE INCUR:        o  expenses of issuing and administering the Policy
                     (including any Policy riders);
                  o  overhead and other expenses for providing services and
                     benefits, sales and marketing expenses; and
                  o  other costs of doing business, such as collecting premiums,
                     maintaining records, processing claims, effecting
                     transactions, and paying federal, state and local premium
                     and other taxes and fees.






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




PREMIUM DEDUCTIONS

     We deduct no charges from premiums before allocating the premiums to the
separate account and the fixed account options according to your instructions.

MONTHLY DEDUCTION

     We take a monthly deduction from the cash value on the Policy date and on
each Monthiversary. We subtract any outstanding loan amount from the cash value
before calculating the charge. We deduct this charge from your Policy's value
in each subaccount and the fixed account in accordance with the current premium
allocation instructions. If the value of any account is insufficient to pay
that account's portion of the monthly deduction, we will take the monthly
deduction on a pro rata basis from all accounts (I.E., in the same proportion
that the value in each subaccount and the fixed account bears to the total cash
value on the Monthiversary). Because portions of the monthly deduction can vary
monthly, the monthly deduction will also vary.


                                       36
<PAGE>




 THE MONTHLY      o  the monthly Policy charge based on your Policy's separate
 DEDUCTION           account assets; PLUS
 IS EQUAL TO:     o  the monthly Policy charge based on your Policy's fixed
                     account assets; PLUS
                  o  the monthly cost of insurance charge for the Policy, if
                     any; PLUS
                  o  the monthly charge for any benefits provided by riders
                     attached to the Policy (currently, only the Guaranteed
                     Minimum Death Benefit rider).






 MONTHLY POLICY   o  Based on your POLICY'S SEPARATE ACCOUNT assets, this charge
 CHARGE              is equal to:
                     o  the separate account monthly deduction charge (see table
                        below) divided by 12; MULTIPLIED BY
                     o  the sum of the POLICY'S SUBACCOUNT VALUES on the
                        Monthiversary.
                  o  Based on your Policy's fixed account assets, this charge is
                     equal to:
                     o  the fixed account monthly deduction charge (see table
                        below) divided by 12; MULTIPLIED BY
                     o  the fixed account value on the Monthiversary, minus any
                        outstanding Policy loan(s).
                  o  This charge compensates us for administrative expenses
                     such as recordkeeping, processing death benefit claims and
                     Policy changes, and overhead costs.
                  o  This charge varies for each Policy based on the Policy
                     year, gender, and whether the Policy is issued on a single
                     life or a joint and last survivor basis.






 DAILY CHARGE     o  On each valuation date, we deduct a daily charge at the
                     annual rate of 0.50% from your Policy's assets in the
                     subaccounts as part of the calculation of the unit value
                     for each subaccount.
                  o  This charge compensates us for certain mortality and
                     expense risks we assume.




                                       37

<PAGE>

     The monthly Policy charge and the daily charge for single life and Joint
Policies are as follows:



<TABLE>
<CAPTION>
           SINGLE LIFE POLICY                     MALE/UNISEX                     FEMALE
           ------------------             ---------------------------   ---------------------------
                                          POLICY YEARS   POLICY YEARS   POLICY YEARS   POLICY YEARS
                                              1-10            11+           1-10           11+
                                          ------------   ------------   ------------   ------------
<S>                 <C>                  <C>            <C>            <C>            <C>
 SEPARATE ACCOUNT   DAILY CHARGE
 CHARGES            (from unit value)          .50%           .50%           .50%           .50%
 (annual rate)
                    MONTHLY
                    POLICY CHARGE
                    (as a % of separate
                    account assets)           2.00%          1.00%          1.85%           .85%
                    TOTAL                     2.50%          1.50%          2.35%          1.35%
 FIXED ACCOUNT      MONTHLY
 CHARGES            POLICY CHARGE
 (annual rate)      (as a % of fixed
                    account assets)           2.00%          1.00%          1.85%           .85%
                    TOTAL                     2.00%          1.00%          1.85%           .85%
</TABLE>




<TABLE>
<CAPTION>
JOINT POLICY                                                     POLICY YEARS 1-10     POLICY YEARS 11+
- ------------                                                     -----------------     ----------------
<S>                           <C>                                <C>                   <C>
 SEPARATE ACCOUNT CHARGES     DAILY CHARGE (from unit value)              .50%                 .50%
 (annual rate)
                              MONTHLY POLICY CHARGE (as                  1.50%                 .50%
                              a % of separate account assets)
                              TOTAL                                      2.00%                1.00%
 FIXED ACCOUNT CHARGES        MONTHLY POLICY CHARGE (as                  1.50%                 .50%
 (annual rate)                a % of fixed account assets)
                              TOTAL                                      1.50%                 .50%
</TABLE>



     COST OF INSURANCE CHARGE. We reserve the right to assess a monthly cost of
insurance charge. The charge would depend on a number of variables (age,
gender, rate class) that would cause it to vary from Policy to Policy and from
Monthiversary to Monthiversary. If applicable, we would calculate the cost of
insurance charge each month for the specified amount at issue. We do not
currently assess this charge, and we do not intend to assess this charge.
However, if we begin to assess this charge in the future, we will waive the
surrender charge upon any surrender of the Policy. See Surrender Charge, p. 39.

     The guaranteed maximum monthly cost of insurance rates are based on the
gender, age, plan of insurance, and risk class of the insured(s). Any change in
the current rates will not exceed those shown in your Policy's Table of
Guaranteed Maximum Life Insurance Rates.

     We currently place insureds into standard (tobacco use) and select
(non-tobacco use) rate classes. The guaranteed rates are based on the 1980
Commissioners' Standard Ordinary Mortality Tables, Male or Female, Tobacco or
Non-Tobacco Mortality Rates ("1980 CSO


                                       38
<PAGE>


Tables"). Cost of insurance rates for an insured in a non-tobacco use class are
less than or equal to rates for an insured of the same age and gender in a
tobacco use class.

     The Policies are based on mortality tables that distinguish between men
and women. As a result, the Policy may pay different benefits to men and women
of the same age and rate class. We also offer Policies based on unisex
mortality tables if required by state law.

SURRENDER CHARGE

     If you surrender your Policy during the first nine years, we deduct a
surrender charge from your cash value and pay the remaining cash value (less
any outstanding loan amounts) to you. The payment you receive is called the net
surrender value. The surrender charge is 9.75% of the initial premium if you
surrender your Policy before the end of the first Policy year and then declines
gradually to 0% after the ninth Policy year. The rate at which the surrender
charge declines depends on the insured's (or joint insureds') age, gender and
whether you have purchased a single life or a Joint Policy. See Appendix C,
Surrender Charge Table, for a schedule of the surrender charges by age, year,
gender and Policy type.

     If we begin to assess a cost of insurance charge on Policies as noted
above, we will waive all future surrender charges.





 TRANSFER         o  We currently allow you to make 12 transfers each year
 CHARGE              free from charge.
                  o  We charge $10 for each additional transfer.
                  o  For purposes of assessing the transfer charge, all
                     transfers made in one day, regardless of the number of
                     subaccounts affected by the transfer, is considered a
                     single transfer.
                  o  We deduct the transfer charge from the amount being
                     transferred.
                  o  Transfers due to loans, exercise of conversion rights,
                     dollar cost averaging, asset rebalancing and transfers from
                     the fixed account do NOT count as transfers for purposes of
                     assessing this charge.
                  o  We will not increase this charge.




PORTFOLIO EXPENSES

     The portfolios deduct management fees and expenses from the amounts you
have invested in the portfolios. These charges range from 0.40% to 1.50%. See
the Portfolio Annual Expense Table in this prospectus, and the fund prospectus.


                                       39
<PAGE>




 GUARANTEED       If you select the Guaranteed Minimum Death Benefit rider at
 MINIMUM DEATH    application, then we will deduct from your Policy's cash value
 BENEFIT RIDER    a monthly charge on the Policy date and each Monthiversary
 CHARGE           thereafter. The monthly charge will be equal to:
                  o  0.02% MULTIPLIED BY the sum of your Policy's subaccount
                     values, if any, on the valuation date of each
                     Monthiversary; PLUS
                  o  0.02% MULTIPLIED BY your Policy's fixed account value on
                     the valuation date of each monthly deduction.




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

DEATH BENEFIT PROCEEDS

     As long as the Policy is in force, we will pay the death benefit proceeds
on a Policy once we receive satisfactory proof of the insured's (or surviving
insured's) death. We may require return of the Policy. We will pay the death
benefit proceeds to the primary beneficiary(ies), if living, or to a contingent
beneficiary. If each beneficiary dies before the insured (or surviving insured)
and there is no contingent beneficiary, we will pay the death benefit proceeds
to the owner or the owner's estate. We will pay the death benefit proceeds in a
lump sum or under a payment option. See Payment Options, p. 42.





 DEATH BENEFIT    o  the death benefit (described below); MINUS
 PROCEEDS EQUAL:  o  any past due monthly deductions if the insured (or
                     surviving insured) dies during the grace period (see Policy
                     Lapse and Reinstatement, p. 46; MINUS
                  o  any outstanding Policy loan on the date of death; MINUS
                  o  any interest you owe on Policy loan(s).




     If all or part of the death benefit proceeds are paid in one sum, we will
pay interest on this sum as required by applicable state law from the date we
receive due proof of the insured's (or surviving insured's) death to the date
we make payment.

     We may further adjust the amount of the death benefit proceeds if we
contest the Policy or if you misstate the insured's (or joint insured's) age or
gender. See Our Right to Contest the Policy; and Misstatement of Age or Gender,
p. 50.

DEATH BENEFIT

     The Policy provides a death benefit. The death benefit is determined at
the end of the valuation period in which the insured (or surviving insured)
dies.


                                       40
<PAGE>





 THE DEATH        o  the current specified amount; or
 BENEFIT IS       o  a specified percentage, called the "limitation percentage,"
 THE GREATER         MULTIPLIED BY
 OF:                    -->  the cash value on the insured's (or surviving
                             insured's) date of death.




     The limitation percentage is the minimum percentage of cash value we must
pay as the death benefit under federal tax requirements. It is based on the age
of the insured (or younger joint insured) at the beginning of each Policy year.
The following table indicates the limitation percentages for different ages:





<TABLE>
<CAPTION>
        AGE
 (YOUNGER INSURED,
 IF JOINT POLICY)           LIMITATION PERCENTAGE
 -----------------           ---------------------
<S>                <C>
    40 and under                    250%
      41 to 45     250% minus 7% for each age over age 40
      46 to 50     215% minus 6% for each age over age 45
      51 to 55     185% minus 7% for each age over age 50
      56 to 60     150% minus 4% for each age over age 55
      61 to 65     130% minus 2% for each age over age 60
      66 to 70     120% minus 1% for each age over age 65
      71 to 75     115% minus 2% for each age over age 70
      76 to 90                      105%
      91 to 94     105% minus 1% for each age over age 90
    95 and above                    100%
</TABLE>



EFFECTS OF PARTIAL WITHDRAWALS ON THE DEATH BENEFIT
     A partial withdrawal will reduce the specified amount by an amount equal
to the amount of the partial withdrawal multiplied by the ratio of the initial
specified amount to the initial premium. For an example, see Partial
Withdrawals, p. 42.

GUARANTEED MINIMUM DEATH BENEFIT RIDER

     If you purchase the Guaranteed Minimum Death Benefit rider at the time you
apply for the Policy and the rider is in effect upon the insured's (or
surviving insured's) date of death, we guarantee to provide a death benefit as
follows:

     -->  If the net surrender value on any Monthiversary is not sufficient to
          cover the monthly Policy charge on such day, then coverage will be
          provided as indicated below, and no grace period will begin,
          provided no Policy loans have been taken under the Policy;

     -->  If a death benefit is payable under the provisions of this rider,
          then Western Reserve guarantees to provide a death benefit as
          follows:

          o  During the first 15 Policy years, or before the Policy
             anniversary following the insured's (or younger joint
             insured's) 75th birthday, if sooner, the minimum death benefit
             we will pay is the amount described under Death Benefit, p. 40;

          o  After the first 15 Policy years, or on or after the Policy
             anniversary following the insured's (or younger joint
             insured's) 75th birthday, if


                                       41
<PAGE>


             sooner, the minimum death benefit we will pay is the initial
             premium, reduced by any partial withdrawals.

          o  However, in no event will the minimum death benefit ever be
             less than $1,000.






 THE GUARANTEED   o  the date the Policy terminates;
 MINIMUM DEATH    o  the date any Policy loan is taken; or
 BENIFIT RIDER    o  the Monthiversary on which this rider is terminated by
 WILL TERMINATE      written request from the owner.
 ON THE EARLIEST
 OF:



     This rider may only be purchased at the time you purchase the Policy.
There is also a charge for this rider. See Guaranteed Minimum Death Benefit
Rider Charge, p. 40.

CHANGING THE SPECIFIED AMOUNT

     You may not increase or decrease the specified amount on your Policy.
However, a partial withdrawal will reduce the specified amount and the amount
payable under the Guaranteed Minimum Death Benefit rider. If you need a higher
specified amount, you must apply for a second policy.

PAYMENT OPTIONS

     There are several ways of receiving proceeds under the death benefit and
surrender provisions of the Policy, other than in a lump sum. Information
concerning these settlement options is available on request. None of these
options vary with the investment performance of a separate account.

SURRENDERS AND PARTIAL WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SURRENDERS

     You may make a written request to surrender your Policy for its net
surrender value as calculated at the end of the valuation date on which we
receive your request. The insured (or surviving insured) must be alive and the
Policy must be in force when you make your written request. A surrender is
effective as of the date when we receive your written request. You will incur a
surrender charge if you surrender the Policy during the first nine Policy
years. See Surrender Charge, p. 39. Once you surrender your Policy, all
coverage and other benefits under it cease and cannot be reinstated. We will
normally pay you the net surrender value in a lump sum within seven days unless
you request other arrangements. A surrender may have tax consequences. See
Federal Income Tax Considerations, p. 47.

PARTIAL WITHDRAWALS

     After the first Policy year, you may request a partial withdrawal of a
portion of your cash value subject to certain conditions.


                                       42
<PAGE>




 PARTIAL         -->  You must make your partial withdrawal request to us in
 WITHDRAWAL           writing.
 CONDITIONS:     -->  We will only allow one partial withdrawal during a
                      12-month period.
                 -->  The most you can request is the Policy's earnings. We
                      calculate earnings as the cash value MINUS total outstand-
                      ing loans, MINUS any interest you owe on the Policy
                      loans, and MINUS total premiums paid.
                 -->  You may not take a partial withdrawal if it will reduce
                      the specified amount below $1,000.
                 -->  You can specify the subaccount(s) and the standard fixed
                      account from which to make the withdrawal. Otherwise
                      we will deduct the amount from the Policy's value in the
                      subaccounts and the standard fixed account in accordance
                      with the current allocation instructions.
                 -->  We generally will pay a partial withdrawal request within
                      seven days following the valuation date we receive the
                      request.
                 -->  There is no charge for taking a partial withdrawal.
                 -->  A partial withdrawal may have tax consequences. See
                      Federal Income Tax Considerations, p. 47.




     A partial withdrawal will reduce the cash value by the amount of the
partial withdrawal and will reduce the specified amount by an amount equal to
the amount of the partial withdrawal multiplied by the ratio of the initial
specified amount to the initial premium. A partial withdrawal will also reduce
the Guaranteed Minimum Death Benefit by an amount equal to the amount of the
partial withdrawal multiplied by the ratio of the initial specified amount to
the initial premium.

     An example of a partial withdrawal's effect on the specified amount is
shown below.

     EXAMPLE: A Policy with a specified amount of $200,000 on a male standard
(age 35) has a guideline single premium of $48,920. The ratio of the initial
specified amount to the initial premium is 4.09 (I.E., 200,000 divided by
48,920). If a $19,000 partial withdrawal is taken after the first Policy year,
the specified amount will be reduced by $77,710 (I.E., 4.09 multiplied by
$19,000).

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

GENERAL

     After the Policy date (as long as the Policy is in force) you may borrow
money from us using the Policy as the only security for the loan. Taking a loan
will terminate the Guaranteed Minimum Death Benefit rider, if any. See
Guaranteed Minimum Death Benefit


                                       43
<PAGE>


Rider, p. 41. A loan that is taken from, or secured by, a Policy may have tax
consequences. See Federal Income Tax Considerations, p. 47.





 POLICY LOANS     o  you must borrow at least $500; and
 ARE SUBJECT TO   o  the maximum amount you may borrow is 90% of the cash
 CERTAIN             value, less any surrender charge and any outstanding loan
 CONDITIONS:         amount.




     When you take a loan, we will withdraw an amount equal to the requested
loan from each of the subaccounts and the fixed account based on your current
premium allocation instructions (unless you specify otherwise). We will
transfer that amount to the loan reserve. The loan reserve is the portion of
the fixed account used as collateral for a Policy loan.

     We normally pay the amount of the loan within seven days after we receive
a proper loan request. We may postpone payment of loans under certain
conditions. See Payments We Make, p. 51.

     You may request a loan by telephone by calling us at 1-800-851-9777. If
the loan amount you request exceeds $50,000 or if the address of record has
been changed within the past 10 days, we may reject your request. If you do not
want the ability to request a loan by telephone, you should notify us in
writing. You will be required to provide certain information for identification
purposes when you request a loan by telephone. We may ask you to provide us
with written confirmation of your request. We will not be liable for processing
a loan request if we believe the request is genuine.

     You may also fax your loan request to us at 727-299-1667. We will not be
responsible for any transmittal problems when you fax your request unless you
report it to us within five business days and send us proof of your fax
transmittal.

     You can repay a loan at any time while the Policy is in force. WE WILL
CONSIDER ANY PAYMENTS YOU MAKE ON THE POLICY AS LOAN REPAYMENTS UNLESS THE
PAYMENTS ARE CLEARLY SPECIFIED AS PREMIUM PAYMENTS.

     At each Policy anniversary, we will compare the amount of the outstanding
loan to the amount in the loan reserve. We will also make this comparison any
time you repay all or part of the loan, or make 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, we will withdraw the difference from
the subaccounts and the standard fixed account and transfer it to the loan
reserve, in the same manner as when a loan is made. If the amount in the loan
reserve exceeds the amount of the outstanding loan, we will withdraw the
difference from the loan reserve and transfer it to the subaccounts and the
standard fixed account in the same manner as current premiums are allocated. No
charge will be imposed for these transfers, and these transfers are NOT treated
as transfers in calculating the transfer charge. We reserve the right to
require the transfer to the fixed account if the loans were originally
transferred from the fixed account.


                                       44
<PAGE>


INTEREST RATE CHARGED

     The annual interest rate you may pay on a Policy loan is 6.0% and is
payable in arrears on each Policy anniversary. Loan interest that is unpaid
when due will be added to the amount of the loan on each Policy anniversary and
will bear interest at the same rate.

LOAN RESERVE INTEREST RATE CREDITED

     We will credit the amount in the loan reserve with interest at an
effective annual rate of 3.0%. We may credit a higher rate, but we are not
obligated to do so.

PREFERRED LOANS

     At any time after the Policy date, you may borrow against the Policy up to
an amount that is equal to the cash value MINUS total premiums paid, LESS any
outstanding loan amounts (including any interest owed on the Policy loan(s)).
Such a loan is called a preferred loan. We will charge interest on a preferred
loan at an annual rate of 3.0%, payable in arrears. Any existing loan, other
than a preferred loan, is not eligible for a preferred loan rate. Amounts in
the loan reserve securing preferred loans accrue interest at the same 3.0%
annual rate as other loans. Consult a tax advisor before taking a preferred
loan because such a loan may have adverse tax consequences. We reserve the
right to modify or discontinue the preferred loan feature.

EFFECT OF POLICY LOANS

     A Policy loan affects the Policy because we reduce the death benefit
proceeds and net surrender value under the Policy by the amount of any
outstanding loan plus interest you owe on the loans. Repaying the loan causes
the death benefit proceeds and net surrender value to increase by the amount of
the repayment. As long as a loan is outstanding, we hold an amount equal to the
loan in the loan reserve. This amount is not affected by the separate account's
investment performance and may not be credited with the interest rates accruing
on the fixed account options. Amounts transferred from the separate account to
the loan reserve will affect the value in the separate account because we
credit such amounts with an interest rate declared by us rather than a rate of
return reflecting the investment results of the separate account. Taking a
Policy loan will cause a Guaranteed Minimum Death Benefit rider to terminate.

     There are risks involved in taking a Policy loan, a few of which include
the potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved. A Policy loan may also have possible
adverse tax consequences that could occur if a Policy lapses with loans
outstanding (see Federal Income Tax Considerations, p. 47). You should consult
a tax advisor before taking out a Policy loan.

     We will notify you (and any assignee of record) if the sum of your loans
plus any interest you owe on the loans is more than the net surrender value. If
you do not submit a sufficient payment within 61 days from the date of the
notice, your Policy may lapse.

     We will accept 1035 Exchanges where the policy from another company has an
outstanding policy loan of no more than 40% of the policy's cash value
transferred to our Policy. We intend to treat these as preferred loan amounts.


                                       45
<PAGE>


POLICY LAPSE AND REINSTATEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

LAPSE

     Your Policy may lapse (terminate without value) if the net surrender value
on any Monthiversary is less than the monthly deductions due on that day. A
lapse might also occur if poor investment results cause a decrease in the net
surrender value.

     The monthly deductions may exceed the net surrender value if:

     o  we begin to impose monthly cost of insurance charges; or
     o  the sum of all outstanding Policy loans plus accrued loan
        interest exceeds the net surrender value.

     If the net surrender value is not enough to pay the monthly deductions, we
will mail a notice to your last known address and to any assignee of record.
The notice will specify the minimum payment you must pay and the final date by
which we must receive the payment to prevent a lapse. We generally require that
you make the payment within 61 days after the date of the notice. This 61-day
period is called the GRACE PERIOD. If we do not receive the specified minimum
payment by the end of the grace period, all coverage under the Policy will
terminate without value.

     Generally, you may not reinstate this Policy after it has lapsed. See
Reinstatement below.

     If you purchase the Guaranteed Minimum Death Benefit rider, then no grace
period will begin (and the Policy will not lapse) if there have been no Policy
loans. See Guaranteed Minimum Death Benefit Rider, p. 41.

REINSTATEMENT

     You may not reinstate your Policy if it lapses unless you completed the
Policy application and had your Policy delivered to you in a state which
permits reinstatement. If so, then we will reinstate a lapsed Policy within
five years from the date of lapse (and prior to the maturity date). To
reinstate the Policy you must:

     o  submit a written application for reinstatement;
     o  provide evidence of insurability satisfactory to us;
     o  make a payment that is large enough to cover:
        -->  any monthly deductions due at the time of termination and upon
             reinstatement; plus
        -->  one monthly deduction in advance; plus
        -->  repayment of outstanding loans plus unpaid interest.

We will not reinstate any indebtedness. The cash value of the loan reserve on
the reinstatement date will be zero. The reinstatement date for your Policy will
be the


                                       46
<PAGE>


monthly anniversary on or following the day we approve your application for
reinstatement. We may decline a request for reinstatement.

FEDERAL INCOME TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following summary provides a general description of the federal income
tax considerations associated with a Policy and does not purport to be complete
or to cover all situations. THIS DISCUSSION IS NOT INTENDED AS TAX ADVICE.
Please consult counsel or other qualified tax advisors for more complete
information. We base this discussion on our understanding of the present
federal income tax laws as they are currently interpreted by the Internal
Revenue Service (the "IRS"). Federal income tax laws and the current
interpretations by the IRS may change.

TAX STATUS OF THE POLICY

     A Policy must satisfy certain requirements set forth in the Internal
Revenue Code (the "Code") in order to qualify as a life insurance policy for
federal income tax purposes and to receive the tax treatment normally accorded
life insurance policies under federal tax law. Guidance as to how these
requirements are to be applied is limited. Nevertheless, it is reasonable to
conclude that the Policy should satisfy the applicable Code requirements.
Because of certain innovative features of the Policies and the absence of
pertinent interpretations of the Code requirements, there is, however, some
uncertainty about the application of such requirements to the Policy. If it is
subsequently determined that a Policy does not satisfy the applicable
requirements, we may take appropriate steps to bring the Policy into compliance
with such requirements and we reserve the right to restrict Policy transactions
in order to do so.

     In certain circumstances, owners of variable life insurance policies have
been considered for federal income tax purposes to be the owners of the assets
of the separate account supporting their policies due to their ability to
exercise investment control over those assets. Where this is the case, the
policyowners have been currently taxed on income and gains attributable to the
separate account assets. There is little guidance in this area, and some
features of the Policies, such as flexibility to allocate premiums and cash
values, have not been explicitly addressed in published rulings. While we
believe that the Policy does not give you investment control over separate
account assets, we reserve the right to modify the Policy as necessary to
prevent you from being treated as the owner of the separate account assets
supporting the Policy.

     In addition, the Code requires that the investments of the separate
account be "adequately diversified" in order to treat the Policy as a life
insurance policy for federal income tax purposes. We intend that the separate
account, through the portfolios, will satisfy these diversification
requirements.

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


                                       47
<PAGE>


TAX TREATMENT OF POLICY BENEFITS

     IN GENERAL. We believe that the death benefit under a Policy should be
excludable from the beneficiary's gross income. Federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy proceeds
depend on your circumstances and the beneficiary's circumstances. A tax advisor
should be consulted on these consequences.

     Generally, you will not be deemed to be in constructive receipt of the
cash value until there is a distribution. When distributions from a Policy
occur, or when loans are taken out from or secured by (E.G., by assignment), a
Policy, the tax consequences depend on whether the Policy is classified as a
"Modified Endowment Contract."

     MODIFIED ENDOWMENT CONTRACTS. Under the Code, certain life insurance
policies are classified as "Modified Endowment Contracts" ("MECs") and receive
less favorable tax treatment than other life insurance policies. IN MOST
SITUATIONS, THE POLICIES WILL BE CLASSIFIED AS MECS. There are, however,
certain limited situations where a Policy may not be classified as a MEC. If
you do not want your Policy to be classified as a MEC, you should consult a tax
advisor to determine the circumstances, if any, under which your Policy would
not be classified as a MEC.

     Upon issue of your Policy, we will notify you as to whether or not your
Policy is classified as a MEC based on the initial premium we receive. If your
Policy is not a MEC at issue, then you will also be notified of the maximum
amount of additional premiums you can pay annually without causing your Policy
to be classified as a MEC. If a payment would cause your Policy to become a
MEC, you and your agent will be notified. At that time, you will need to notify
us if you want to continue your Policy as a MEC.

     Distributions from Modified Endowment Contracts. Policies classified as
MECs are subject to the following tax rules:

     o    All distributions other than death benefits from a MEC,
          including distributions upon surrender and partial withdrawals, will
          be treated first as distributions of gain taxable as ordinary income.
          They will be treated as tax-free recovery of the owner's investment
          in the Policy only after all gain has been distributed. Your
          investment in the Policy is generally your total premium payments.
          When a distribution is taken from the Policy, your investment in the
          Policy is reduced by the amount of the distribution that is tax-free.


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

     o    A 10% additional federal income tax is imposed on the amount
          included in income except where the distribution or loan is made when
          you have attained age 591/2 or are disabled, or where the
          distribution is part of a series of substantially equal periodic
          payments for your life (or life expectancy) or the joint lives (or
          joint life expectancies) of you and the beneficiary.

     Distributions from Policies that are not Modified Endowment
Contracts. Distributions from a Policy that is not a MEC are generally treated
first as a recovery of your investment


                                       48
<PAGE>


in the Policy, and as taxable income after the recovery of all investment in
the Policy. However, certain distributions which must be made in order to
enable the Policy to continue to qualify as a life insurance policy for federal
income tax purposes if Policy benefits are reduced during the first 15 Policy
years may be treated in whole or in part as ordinary income subject to tax.

     Loans from or secured by a Policy that is not a MEC are generally not
treated as distributions. Instead, such loans are treated as indebtedness.
However, the tax consequences associated with preferred loans are less clear
and a tax advisor should be consulted about such loans.

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

     MULTIPLE POLICIES. All MECs that we issue (or that our affiliates issue)
to the same owner during any calendar year are treated as one MEC for purposes
of determining the amount includable in the owner's income when a taxable
distribution occurs.

     DEDUCTIBILITY OF POLICY LOAN INTEREST. In general, interest you pay on a
loan from a Policy will not be deductible. Before taking out a Policy loan, you
should consult a tax advisor as to the tax consequences.

     INVESTMENT IN THE POLICY. Your investment in the Policy is generally the
sum of the premium payments you made. When a distribution from the Policy
occurs, your investment in the Policy is reduced by the amount of the
distribution that is tax-free.

     BUSINESS USES OF THE POLICY. The Policy may be used in various
arrangements, including nonqualified deferred compensation or salary
continuance plans, split dollar insurance plans, executive bonus plans, retiree
medical benefit plans and others. The tax consequences of such plans and
business uses of the Policy may vary depending on the particular facts and
circumstances of each individual arrangement and business uses of the Policy.
Therefore, if you are contemplating using the Policy in any arrangement the
value of which depends in part on its tax consequences, you should be sure to
consult a tax advisor as to tax attributes of the arrangement. In recent years,
moreover, Congress has adopted new rules relating to life insurance owned by
businesses. Any business contemplating the purchase of a new Policy or a change
in an existing Policy should consult a tax advisor.

     TAX TREATMENT OF POLICY SPLIT. If you purchase a Joint Policy, the Policy
Split Option permits you to split the Policy into two new individual life
insurance policies upon the occurrence of a divorce of the joint insureds,
certain changes in federal estate tax law, or a dissolution of a business
partnership of which the joint insureds were partners. (See Policy Split
Option, p. 25.) A Policy split could have adverse tax consequences. For
example, it is not clear whether a Policy split will be treated as a nontaxable
exchange under Sections 1031 through 1043 of the Code. If a Policy split is not
treated as a nontaxable exchange, a split could result in the recognition of
taxable income in an amount up to any gain in the Policy at the time of the
split. It is also not clear whether the individual policies that result from a
Policy split would in all circumstances be treated as life insurance policies


                                       49
<PAGE>


for federal income tax purposes and, if so treated, whether the individual
policies would be classified as MECs. Before you exercise your rights under the
Policy Split Option, you should consult a competent tax advisor regarding the
possible consequences of a Policy split.

     POSSIBLE TAX LAW CHANGES. Although the likelihood of legislative changes
is uncertain, there is always a possibility that the tax treatment of the
Policies could change by legislation or otherwise. You should consult a tax
advisor with respect to legislative developments and their effect on the
Policy.

OTHER POLICY INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

OUR RIGHT TO CONTEST THE POLICY

     In issuing this Policy, we rely on all statements made by or for the
insured (or joint insureds) in the application or in a supplemental
application. Therefore, if you make any material misrepresentation of a fact in
the application (or any supplemental application), then we may contest the
Policy's validity or may resist a claim under the Policy.

     In the absence of fraud, we cannot bring any legal action to contest the
validity of the Policy after the Policy has been in force during the insured's
lifetime (or while both joint insureds are still alive) for two years from the
Policy date, or if reinstated (if permitted by state law), for two years from
the date of reinstatement. If you purchased a Joint Policy, at the end of the
second Policy year, we will send you a notice asking you whether either joint
insured has died. We can still contest the Policy's validity even if you do not
notify us that a joint insured has died and even if the Policy is still in
force.

SUICIDE EXCLUSION

     If the insured (or either joint insured) commits suicide, while sane or
insane, within two years of the Policy date, then the Policy will terminate and
our total liability, including the Guaranteed Minimum Death Benefit rider, is
limited to an amount equal to the total premiums paid, less any loans and less
any partial withdrawals. We will pay this amount to the beneficiary in one sum.
If the Policy lapsed, we will measure the suicide period from the reinstatement
date (if permitted by state law).

MISSTATEMENT OF AGE OR GENDER

     If the age or gender of the insured (or either joint insured) was stated
incorrectly in the application or any supplemental application, then the death
benefit will be adjusted based on what the initial premium would have purchased
based on the insured(s) correct age and gender.

MODIFYING THE POLICY

     Only our President or Secretary may modify this Policy or waive any of our
rights or requirements under this Policy. Any modification or waiver must be in
writing. No agent may bind us by making any promise not contained in this
Policy.


                                       50
<PAGE>


     If we modify the Policy, we will provide you with notice and we will make
appropriate endorsements to the Policy.

BENEFITS AT MATURITY

     If the insured (or either joint insured) is living and the Policy is in
force, the Policy will mature on the Policy anniversary nearest the insured's
(or a joint insured's) 100th birthday. This is the maturity date. On the
maturity date we will pay you the net surrender value of your Policy.

     We will extend the maturity date if your Policy is still in force on the
maturity date. Any riders in force on the scheduled maturity date will
terminate on that date and will not be extended. Interest on any outstanding
Policy loans will continue to accrue during the period for which the maturity
date is extended. You must submit a written request for the extension between
90 and 180 days prior to the maturity date. We will automatically extend the
maturity date until the next Policy anniversary. You must submit a written
request, between 90 and 180 days before each subsequent Policy anniversary,
stating that you wish to extend the maturity date for another Policy year.

     If you extend the maturity date on each valuation date, we will adjust the
specified amount to equal the cash value, and the limitation percentage will be
100%. We will not permit you to make additional premium payments unless it is
required to prevent the Policy from lapsing. We will waive all future monthly
deductions.

     The tax consequences of extending the maturity date beyond the 100th
birthday of the insured (or a joint insured) are uncertain. You should consult
a tax advisor as to those consequences.

PAYMENTS WE MAKE

     We usually pay the amounts of any surrender, partial withdrawal, death
benefit proceeds, or settlement options within seven business days after we
receive all applicable written notices and/or due proofs of death. However, we
can postpone such payments if:

     o    the NYSE is closed, other than customary weekend and holiday
          closing, or trading on the NYSE is restricted as determined by the
          SEC; OR

     o    the SEC permits, by an order, the postponement for the
          protection of policyowners; OR

     o    the SEC determines that an emergency exists that would make the
          disposal of securities held in the separate account or the
          determination of their value not reasonably practicable.

     If you have submitted a recent check or draft, we have the right to defer
payment of surrenders, partial withdrawals, death benefit proceeds, or payments
under a settlement option until such check or draft has been honored. We also
reserve the right to defer payment of transfers, partial withdrawals, or
surrenders from the fixed account for up to six months.


                                       51
<PAGE>


REPORTS TO OWNERS

     At least once each year, or more often as required by law, we will mail to
policyowners at their last known address a report showing the following
information as of the end of the report period:



<TABLE>
<S>     <C>                                         <C>     <C>
/checkmark/  the current cash value              /checkmark/  any activity since the last report
/checkmark/  the current net surrender value     /checkmark/  investment experience of each subaccount
/checkmark/  the current death benefit           /checkmark/  any other information required by law
/checkmark/  any outstanding loans
</TABLE>



     You may request additional copies of reports, but we may charge a fee for
such additional copies. In addition, we will send written confirmations of any
premium payments and other financial transactions you request. We also will
send copies of the annual and semi-annual report to shareholders for each
portfolio in which you are indirectly invested.

RECORDS

     We will maintain all records relating to the separate account and the
fixed account.

POLICY TERMINATION

     Your Policy will terminate on the earliest of:



<TABLE>
<S>     <C>                                    <C>   <C>
  o     the maturity date;                     o     the end of the grace period; or
  o     the date the insured (or surviving     o     the date the Policy is
        insured) dies;                               surrendered.
</TABLE>



IMSA
- --------------------------------------------------------------------------------

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

     We are a charter member of the Insurance Marketplace Standards Association
("IMSA"). IMSA is an independent, voluntary organization of life insurance
companies. It promotes high ethical standards in the sales, advertising and
servicing of individual life insurance and annuity products. Companies must
undergo a rigorous self and independent assessment of their practices to become
a member of IMSA. The IMSA logo in our sales literature shows our ongoing
commitment to these standards.

PERFORMANCE DATA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

RATES OF RETURN

     This section shows the historical investment experience of the portfolios
based on the portfolios' historical investment experience. This information
does not represent or project future investment performance.

     We base the rates of return that we show below on each portfolio's actual
investment performance. We deduct investment management fees and direct fund
expenses. The rates are actual average annual compounded rates of return for
the periods ended on December 31, 1998.

                                       52
<PAGE>


     These rates of return do not reflect the daily charge, monthly deductions
from cash value, or surrender charge. These rates are not an estimate,
projection or guarantee of future performance.

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

                    AVERAGE ANNUAL COMPOUNDED RATES OF RETURN
                   FOR THE PERIODS ENDED ON DECEMBER 31, 1998




<TABLE>
<CAPTION>
                                                                                                                      INCEPTION
FUND PORTFOLIO                                      INCEPTION     10 YEARS      5 YEARS      3 YEARS      1 YEAR        DATE
- ------------------------------------------------   -----------   ----------   ----------   ----------   ----------   ----------
<S>                                                <C>           <C>          <C>          <C>          <C>          <C>
WRL Alger Aggressive Growth ....................       23.54%       N/A          N/A          26.83%       48.69%      3/1/94
WRL VKAM Emerging Growth .......................       23.09%       N/A          21.95%       25.63%       37.33%      3/1/93
WRL Janus Growth ...............................       20.91%       22.61%       25.20%       31.63%       64.47%     10/2/86
WRL Janus Global ...............................       21.94%       N/A          19.46%       25.40%       30.01%     12/3/92
WRL AEGON Bond .................................        7.89%        9.14%        6.46%        6.12%        9.32%     10/2/86
WRL LKCM Strategic Total Return ................       14.12%       N/A          13.76%       15.39%        9.64%      3/1/93
WRL Federated Growth & Income ..................       11.78%       N/A          N/A          12.77%        3.05%      3/1/94
WRL J.P. Morgan Money Market ...................        5.03%        5.01%        4.87%        5.18%        5.26%     10/2/86
WRL Dean Asset Allocation ......................       14.80%       N/A          N/A          13.06%        8.33%      1/3/95
WRL GE U.S. Equity .............................       25.00%       N/A          N/A          N/A          22.87%      1/2/97
WRL Third Avenue Value .........................       -6.84%       N/A          N/A          N/A          -6.84%      1/2/98
WRL J.P. Morgan Real Estate Securities .........      -14.93%       N/A          N/A          N/A          N/A         5/1/98
WRL AEGON Balanced .............................        9.71%       N/A          N/A          11.51%        6.93%      3/1/94
WRL NWQ Value Equity ...........................       11.83%       N/A          N/A          N/A          -4.78%      5/1/96
WRL C.A.S.E. Growth ............................       15.01%       N/A          N/A          11.47%        2.47%      5/1/95
WRL GE/Scottish Equitable International
  Equity .......................................       10.17%       N/A          N/A          N/A          12.85%      1/2/97
S&P 500 ........................................       17.86%       19.21%       24.06%       28.23%       28.58%     10/2/86
</TABLE>



     Because WRL Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe
Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL
Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap had not commenced
operations as of December 31, 1998, the above chart does not reflect rates of
return for these portfolios.

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

HYPOTHETICAL ILLUSTRATIONS BASED ON ADJUSTED PORTFOLIO PERFORMANCE

     This section contains hypothetical illustrations of Policy values based on
the adjusted historical experience of the portfolios. We started selling the
Policies in 1999. The separate account and the fund commenced operations on
October 2, 1986. The rates of return below show the adjusted actual investment
experience of each portfolio for the periods shown. The


                                       53
<PAGE>


illustrations of cash values and net surrender values below depict these Policy
values as if you had purchased the Policy without the Guaranteed Minimum Death
Benefit rider on the last valuation date prior to January 1, 1987. The
illustrations are based on the historical investment experience of the
portfolio indicated as of the last valuation date prior to January 1 of the
year after the portfolio began operations. We assumed the rate of return for
each portfolio in each calendar year to be uniformly earned throughout the
year; however, the portfolio's actual performance did and will vary throughout
the year.

     In order to demonstrate how the actual investment experience of the
portfolios could have affected the cash value and net surrender value of the
Policy, we provide hypothetical illustrations using the actual investment
experience of each portfolio. THESE HYPOTHETICAL ILLUSTRATIONS ARE DESIGNED TO
SHOW THE PERFORMANCE THAT COULD HAVE RESULTED IF THE HYPOTHETICAL OWNER COULD
HAVE HELD THE POLICY DURING THE PERIOD ILLUSTRATED. These illustrations do not
represent what may happen in the future.

     The amounts we show for cash values and net surrender values take into
account all charges and deductions from the Policy, the separate account, and
the portfolios. For each portfolio, we base one illustration on the guaranteed
cost of insurance rates and one on the current cost of insurance rates for a
single life Policy for a hypothetical male insured age 35. The insured's age,
gender and rate class, amount and timing of premium payments, withdrawals, and
loans would affect individual Policy benefits.

     For each portfolio, the illustrations below show the death benefit without
the Guaranteed Minimum Death Benefit rider based on an initial premium of
$30,000 and a specified amount of $147,487 for a male age 35, select,
non-tobacco use, rate class.

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

                          WRL ALGER AGGRESSIVE GROWTH
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1996 ....................................    $40,383       $40,157      $37,458      $37,232
1997* ...................................     43,501        43,063       40,651       40,213
1998* ...................................     52,714        51,973       49,939       49,198
1999* ...................................     76,445        75,134       73,745       72,434
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

                                       54

<PAGE>


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

                           WRL VKAM EMERGING GROWTH
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1995 ....................................    $27,106       $26,916      $24,181      $23,991
1996* ...................................     38,806        38,284       35,956       35,434
1997* ...................................     44,994        44,171       42,219       41,396
1998* ...................................     53,294        52,099       50,594       49,399
1999* ...................................     71,377        69,542       68,977       67,142
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                               WRL JANUS GROWTH
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value             Net Surrender Value
                                            -------------------------   ------------------------
Last valuation date prior to January 1:       Current     Guaranteed      Current     Guaranteed
- -----------------------------------------   ----------   ------------   ----------   -----------
<S>                                         <C>          <C>            <C>          <C>
1988 ....................................    $ 32,449      $ 32,244      $ 29,524     $ 29,319
1989* ...................................      37,540        37,086        34,690       34,236
1990* ...................................      53,833        52,943        51,058       50,168
1991* ...................................      52,386        51,333        49,686       48,633
1992* ...................................      81,639        79,728        79,239       77,328
1993* ...................................      81,493        79,313        79,393       77,213
1994* ...................................      82,634        80,140        80,834       78,340
1995* ...................................      73,893        71,405        72,693       70,205
1996* ...................................     106,021       102,074       105,421      101,474
1997* ...................................     121,971       116,991       121,971      116,991
1998* ...................................     141,225       134,943       141,225      134,943
1999* ...................................     228,814       217,783       228,814      217,783
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.


                                       55
<PAGE>


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

                               WRL JANUS GLOBAL
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1994 ....................................    $39,512       $39,289      $36,587      $36,364
1995* ...................................     38,632        38,224       35,782       35,374
1996* ...................................     46,364        45,654       43,589       42,879
1997* ...................................     57,761        56,657       55,061       53,957
1998* ...................................     66,898        65,406       64,498       63,006
1999* ...................................     84,824        82,648       82,724       80,548
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                                WRL AEGON BOND
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1988 ....................................    $27,603       $27,411      $24,678      $24,486
1989* ...................................     29,001        28,583       26,151       25,733
1990* ...................................     32,429        31,726       29,654       28,951
1991* ...................................     33,592        32,629       30,892       29,929
1992* ...................................     38,938        37,561       36,538       35,161
1993* ...................................     40,556        38,866       38,456       36,766
1994* ...................................     44,844        42,697       43,044       40,897
1995* ...................................     40,699        38,481       39,499       37,281
1996* ...................................     48,820        45,826       48,220       45,226
1997* ...................................     47,680        44,446       47,680       44,446
1998* ...................................     51,270        47,442       51,270       47,442
1999* ...................................     55,211        50,722       55,211       50,722
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

                                       56

<PAGE>


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

                        WRL LKCM STRATEGIC TOTAL RETURN
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates




<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1995 ....................................    $29,103       $28,907      $26,178      $25,982
1996* ...................................     35,383        34,917       32,533       32,067
1997* ...................................     39,687        38,942       36,912       36,167
1998* ...................................     47,163        46,046       44,463       43,346
1999* ...................................     50,430        49,014       48,030       46,614
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                         WRL FEDERATED GROWTH & INCOME
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1996 ....................................    $36,645       $36,429      $33,720      $33,504
1997* ...................................     39,899        39,460       37,049       36,610
1998* ...................................     48,506        47,754       45,731       44,979
1999* ...................................     48,747        47,792       46,047       45,092
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

                                       57

<PAGE>


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

                         WRL J.P. MORGAN MONEY MARKET
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1988 ....................................    $30,593       $30,393      $27,668      $27,468
1989* ...................................     31,558        31,142       28,708       28,292
1990* ...................................     33,269        32,606       30,494       29,831
1991* ...................................     34,745        33,819       32,045       31,119
1992* ...................................     35,664        34,468       33,264       32,068
1993* ...................................     35,835        34,373       33,735       32,273
1994* ...................................     35,806        34,067       34,006       32,267
1995* ...................................     36,121        34,065       34,921       32,865
1996* ...................................     37,130        34,688       36,530       34,088
1997* ...................................     38,031        35,180       38,031       35,180
1998* ...................................     39,426        36,093       39,426       36,093
1999* ...................................     40,880        37,018       40,880       37,018
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                           WRL DEAN ASSET ALLOCATION
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1996 ....................................    $35,137       $34,924      $32,212      $31,999
1997* ...................................     39,210        38,765       36,360       35,915
1998* ...................................     44,586        43,866       41,811       41,091
1999* ...................................     47,107        46,135       44,407       43,435
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.



                                       58
<PAGE>


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

                              WRL GE U.S. EQUITY
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1998 ....................................    $37,160       $36,942      $34,235      $34,017
1999* ...................................     44,531        44,060       41,681       41,210
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                            WRL THIRD AVENUE VALUE
                   Male Issue Age 35, $30,000 Single Premium
           ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1999 ....................................    $27,256       $27,065      $24,331      $24,140
</TABLE>



                                       59

<PAGE>


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

                              WRL AEGON BALANCED
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1996 ....................................    $35,051       $34,839      $32,126      $31,914
1997* ...................................     37,851        37,416       35,001       34,566
1998* ...................................     43,226        42,512       40,451       39,737
1999* ...................................     45,081        44,123       42,381       41,423
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                             WRL NWQ VALUE EQUITY
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1998 ....................................    $36,583       $36,367      $33,658      $33,442
1999* ...................................     33,972        33,581       31,122       30,731
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

                                       60

<PAGE>


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

                              WRL C.A.S.E. GROWTH
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1997 ....................................    $34,378       $34,168      $31,453      $31,243
1998* ...................................     38,566        38,120       35,716       35,270
1999* ...................................     38,542        37,891       35,767       35,116
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

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

                 WRL GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY
                   Male Issue Age 35, $30,000 Single Premium
          ($147,487 Specified Amount, Select, Non-Tobacco Use Class)
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                                   Cash Value            Net Surrender Value
                                            ------------------------   -----------------------
Last valuation date prior to January 1:      Current     Guaranteed     Current     Guaranteed
- -----------------------------------------   ---------   ------------   ---------   -----------
<S>                                         <C>         <C>            <C>         <C>
1998 ....................................    $31,452       $31,250      $28,527      $28,325
1999* ...................................     34,618        34,181       31,768       31,331
</TABLE>



* For each year shown, benefits and values reflect only single premium paid.

     Because the WRL J.P. Morgan Real Estate Securities portfolio did not
commence operations until May 1, 1998 and the WRL Goldman Sachs Small Cap, WRL
T. Rowe Price Dividend Growth, WRL T. Rowe Price Small Cap, WRL Salomon All
Cap, WRL Pilgrim Baxter Mid Cap Growth and WRL Dreyfus Mid Cap portfolios did
not commence operations until May 1, 1999, there are no hypothetical
illustrations for these portfolios.

OTHER PERFORMANCE DATA IN ADVERTISING SALES LITERATURE

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

     o  other variable life issuers in general;
     o  variable life insurance policies which invest in mutual funds with
        similar investment objectives and policies, as reported by Lipper
        Analytical Services, Inc. ("Lipper") and Morningstar, Inc.
        ("Morningstar"); and other services, companies, individuals, or
        industry or financial publications (E.G. FORBES, MONEY, THE WALL
        STREET JOURNAL, BUSINESS WEEK, BARRON'S, KIPLINGER'S PERSONAL
        FINANCE, and FORTUNE);


                                       61
<PAGE>


        -->  Lipper and Morningstar rank variable annuity contracts and variable
             life policies. Their performance analysis ranks such policies and
             contracts on the basis of total return, and assumes reinvestment of
             distributions; but it does not show sales charges, redemption fees
             or certain expense deductions at the separate account level.

   o    the Standard & Poor's Index of 500 Common Stocks, or other widely
        recognized indices;
        -->  unmanaged indices may assume the reinvestment of dividends, but
             usually do not reflect deductions for the expenses of operating or
             managing an investment portfolio; or
   o    other types of investments, such as:
        -->  certificates of deposit;
        -->  savings accounts and U.S. Treasuries;
        -->  certain interest rate and inflation indices (E.G. the Consumer
             Price Index); or
        -->  indices measuring the performance of a defined group of securities
             recognized by investors as representing a particular segment of
             the securities markets (E.G. Donoghue Money Market Institutional
             Average, Lehman Brothers Corporate Bond Index, or Lehman Brothers
             Government Bond Index).

WESTERN RESERVE'S PUBLISHED RATINGS

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

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

SALE OF THE POLICIES

     The Policy will be sold by individuals who are licensed as our life
insurance agents and who are also registered representatives of broker-dealers
having written sales agreements for the Policy with AFSG Securities Corporation
("AFSG"), the principal underwriter of the Policy. AFSG is located at 4333
Edgewood Road NE, Cedar Rapids, Iowa 52499. AFSG is registered with the SEC
under the Securities Exchange Act of 1934 as a broker-dealer, and is a member
of the National Association of Securities Dealers, Inc. The maximum sales
commission payable to Western Reserve agents or other registered
representatives will be approximately 7.65% of the initial premium. In
addition, certain production, persistency and managerial bonuses may be paid.

LEGAL MATTERS

     Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to the federal securities laws. All matters of Ohio
law pertaining to the


                                       62
<PAGE>


Policy have been passed upon by Thomas E. Pierpan, Vice President, Assistant
Secretary and Associate General Counsel of Western Reserve.

LEGAL PROCEEDINGS

     Like other life insurance companies, we are involved in lawsuits. We are
not aware of any class action lawsuits naming us as a defendant or involving
the separate 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, we
believe that at the present time there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on us, or AFSG, or
the separate account.

VARIATIONS IN POLICY PROVISIONS

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

YEAR 2000 READINESS DISCLOSURE

     In May 1996, Western Reserve adopted and presently has in place a Year
2000 Project Plan (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 compliant. As of March 1, 1999, substantially
all of Western Reserve's mission-critical systems are Year 2000 compliant. The
Plan remains on track as we continue with the validation of our mission-critical
and non-mission-critical systems, including revalidation testing in 1999. In
addition, we have undertaken aggressive initiatives to test all systems that
interface with any third parties and other business partners. All of these
steps are aimed at allowing current operations to remain unaffected by the Year
2000 date change.

     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 actions taken by management under the Plan are intended to reduce
significantly Western Reserve's risk of a material business interruption based
on the Year 2000 issues. It should be noted that the Year 2000 computer
problem, and its resolution, is complex and multifaceted, and any company's
success cannot be conclusively known until the Year 2000 is reached. In spite
of its efforts or results, our 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.

     This statement is a Year 2000 Readiness Disclosure pursuant to Section
3(9) of the YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT, 15 U.S.C.
Section 1 (1998).


                                       63
<PAGE>


EXPERTS

     The financial statements of WRL Series Life Account as of December 31,
1998 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
at December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998, appearing in this prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein which is based in part
on the report of PricewaterhouseCoopers LLP, independent accountants. The
financial statements and schedules 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.

FINANCIAL STATEMENTS

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

     Our financial statements as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998, have been prepared on
the basis of statutory accounting principles rather than generally accepted
accounting principles.

ADDITIONAL INFORMATION ABOUT WESTERN RESERVE

     Western Reserve is a stock life insurance company that is wholly-owned by
First AUSA Life Insurance Company, which, in turn, is wholly-owned by AEGON
USA, Inc. Western Reserve's office is located at 570 Carillon Parkway, St.
Petersburg, Florida 33716-1202 and the mailing address is P.O. Box 5068,
Clearwater, Florida 33758-5068.

     Western Reserve was incorporated in 1957 under the laws of Ohio and is
subject to regulation by the Insurance Department of the State of Ohio, as well
as by the insurance departments of all other states and jurisdictions in which
it does business. Western Reserve is licensed to sell insurance in all states
(except New York), Puerto Rico, Guam, and in the District of Columbia. Western
Reserve submits annual statements on its operations and finances to insurance
officials in all states and jurisdictions in which it does business. The Policy
described in this prospectus has been filed with, and where required, approved
by, insurance officials in those jurisdictions in which it is sold.


                                       64
<PAGE>


WESTERN RESERVE'S DIRECTORS AND OFFICERS

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

                               BOARD OF DIRECTORS



<TABLE>
<CAPTION>
                                                                     PRINCIPAL OCCUPATION
 NAME AND ADDRESS                   POSITION WITH WESTERN RESERVE    DURING PAST 5 YEARS
 ----------------                   -----------------------------    -------------------
<S>                                <C>                               <C>
 John R. Kenney                     Chairman of the Board,           Chairman of the Board, and
 570 Carillon Parkway               Chief Executive Officer          President of WRL Series Fund,
 St. Petersburg, Florida 33716      and President                    Inc. (1993 - present); Chairman
                                                                     of the Board of IDEX Mutual
                                                                     Funds (1990 - present); Chair-
                                                                     man of the Board of WRL
                                                                     Investment Management, Inc.
                                                                     (1996 - present); and Chairman
                                                                     of the Board of WRL Investment
                                                                     Services, Inc. (1996 - present).

 Patrick S. Baird                   Director                         Executive Vice President (1995 -
 4333 Edgewood Road, NE                                              present), Chief Operating Officer
 Cedar Rapids, Iowa 52499                                            (1996 - present), Chief Financial
                                                                     Officer (1992 - 1995), Vice
                                                                     President and Chief Tax Officer
                                                                     (1984 - 1995) of AEGON USA,
                                                                     Inc.

 Jack E. Zimmerman                  Director                         Trustee, IDEX Mutual Funds
 507 St. Michel Circle                                               (1987 - present); retired from
 Kettering, Ohio 45429                                               Martin Marietta (1993).

 Lyman H. Treadway                  Director                         Retired Consultant.
 30195 Chagrin Blvd., Ste. 210N
 Cleveland, Ohio 44124

 James R. Walker                    Director                         Self-employed, Public
 3320 Office Park Dr.                                                Accountant (1996 - present);
 Dayton, Ohio 45439                                                  Partner, Walker-Davis C.P.A.'s,
                                                                     Dayton, Ohio (1990 - 1995).
</TABLE>



                                       65

<PAGE>


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

                               PRINCIPAL OFFICERS



<TABLE>
<CAPTION>
                                                             PRINCIPAL OCCUPATION
 NAME AND ADDRESS          POSITION WITH WESTERN RESERVE     DURING PAST 5 YEARS
 ----------------          -----------------------------     -------------------
<S>                     <C>                                  <C>
 Alan M. Yaeger*           Executive Vice President,         Executive Vice President, WRL
                           Actuary and Chief                 Series Fund, Inc. (1993 -
                           Financial Officer                 present); Director of WRL
                                                             Investment Management, Inc.
                                                             (1996 - present); Director of
                                                             WRL Investment Services, Inc.
                                                             (1996 - present).

 William H. Geiger*        Senior Vice President,            Senior Vice President, Secretary,
                           Secretary and Corporate Counsel   Corporate Counsel, and Group
                                                             Vice President-Compliance (1998
                                                             - present); Senior Vice President,
                                                             Secretary, General Counsel and
                                                             Group Vice President-
                                                             Compliance (1996 - 1998),
                                                             Senior Vice President, Secretary,
                                                             and General Counsel (1990 -
                                                             1996) of Western Reserve;
                                                             Group Vice President-
                                                             Compliance and Corporate
                                                             Counsel (1996 - present) of
                                                             AUSA Life Insurance Company,
                                                             Bankers United Life Assurance
                                                             Company, Life Investors
                                                             Insurance Company of America,
                                                             Monumental Life Insurance
                                                             Company and Western Reserve
                                                             Life Insurance Company,
                                                             subsidiaries of AEGON USA,
                                                             Inc.; Assistant Secretary (1990 -
                                                             present), Vice President and
                                                             Assistant Secretary (1990 -
                                                             1997) of IDEX Mutual Funds;
                                                             and Assistant Secretary (1994 -
                                                             present) and Vice President and
                                                             Assistant Secretary (1994 -
                                                             1997) of WRL Series Fund, Inc.

 Allan J. Hamilton*        Vice President, Treasurer         Vice President and Controller
                           and Controller                    (1987 - present), Treasurer (1997
                                                             - present) of Western Reserve;
                                                             Treasurer and Chief Financial
                                                             Officer of WRL Series Fund, Inc.
                                                             (1997 - present).
</TABLE>



* Located at 570 Carillon Parkway, St. Petersburg, Florida 33716-1202.

     Western Reserve holds the assets of the separate account physically
segregated and apart from the general account. Western Reserve maintains
records of all purchases and sales of portfolio shares by each of the
subaccounts. A blanket bond was issued to AEGON U.S. Holding Corporation
("AEGON U.S.") in the amount of $10 million covering all of the employees of



                                       66
<PAGE>


AEGON U.S. and its affiliates, including Western Reserve. A Stockbrokers
Blanket Bond, issued to AEGON U.S.A. Securities, Inc. providing fidelity
coverage, covers the activities of registered representative of AFSG Securities
Corporation to a limit of $10 million.

ADDITIONAL INFORMATION ABOUT THE SEPARATE ACCOUNT

     Western Reserve established the separate account as a separate investment
account under Ohio law in 1985. We own the assets in the separate account and
are obligated to pay all benefits under the Policies. The separate account is
used to support other life insurance policies of Western Reserve and its
affiliates, AUSA Life Insurance Company, Inc. and Western Reserve Life
Insurance Company, as well as for other purposes permitted by law. The separate
account is registered with the SEC as an unit investment trust under the 1940
Act and qualifies as a "separate account" within the meaning of the federal
securities laws.


                                       67
<PAGE>


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

     We based the illustration on page 70 on a Policy for an insured who is a
35 year old male in the select, non-tobacco use rate class, initial premium of
$30,000 and a $147,487 initial specified amount and the Policy's death benefit
without the Guaranteed Minimum Death Benefit rider. The illustration on that
page also assumes cost of insurance charges based on our CURRENT cost of
insurance rates. The illustration on page 71 is based on the same factors as
those on page 70, except that cost of insurance rates are based on the
GUARANTEED cost of insurance rates (based on the 1980 Commissioners Standard
Ordinary Mortality Table).

     We based the illustration on page 72 on a Policy for joint insureds who
are a 55 year old male and a 55 year old female in the select, non-tobacco use
rate class, initial premium of $30,000, a $109,579 initial specified amount and
the Policy's death benefit without the Guaranteed Minimum Death Benefit rider.
The illustration on that page also assumes cost of insurance charges based on
our CURRENT cost of insurance rates. The illustration on page 73 is based on
the same factors as those on page 72, except that cost of insurance rates are
based on the GUARANTEED cost of insurance rates (based on the 1980
Commissioners Standard Ordinary Mortality Table).

     The amounts we show for the death benefits, cash values and net surrender
values take into account (1) the daily charge for assuming mortality and
expense risks assessed against each subaccount. This charge is equivalent to an
annual charge of 0.50% of the average net assets of the subaccounts; (2)
estimated daily expenses equivalent to an effective average annual expense
level of 0.94% of the portfolios' average daily net assets; and (3) all
applicable cash value charges using the current monthly Policy charge. The
0.94% average portfolio expense level assumes an equal allocation of amounts
among the 23 subaccounts. It is based on an average 0.80% investment advisory
fee and estimated 1999 average normal operating expenses of 0.14% for each of
the portfolios in operation during 1998. We used actual annual audited expenses
incurred during 1998 for the following portfolios to calculate the average
annual expense level: WRL J.P. Morgan Money Market (0.46%), WRL AEGON Bond
(0.54%), WRL Janus Growth (0.83%), WRL LKCM Strategic Total Return (0.86%),


                                       68
<PAGE>


WRL VKAM Emerging Growth (0.89%), WRL Janus Global (0.95%), WRL Alger
Aggressive Growth (0.91%), WRL AEGON Balanced (0.91%), WRL Federated Growth &
Income (0.90%), WRL C.A.S.E. Growth (1.00%), WRL Dean Asset Allocation (0.86%),
WRL NWQ Value Equity (0.89%), WRL GE/Scottish Equitable International Equity
(1.50%), WRL GE U.S. Equity (1.05%), WRL Third Avenue Value (1.00%), and WRL
J.P. Morgan Real Estate Securities (1.00%). Because the portfolios of WRL
Goldman Sachs Growth, WRL Goldman Sachs Small Cap, WRL T. Rowe Price Dividend
Growth, WRL T. Rowe Price Small Cap, WRL Salomon All Cap, WRL Pilgrim Baxter
Mid Cap Growth and WRL Dreyfus Mid Cap had not commenced operations as of
December 31, 1998, the estimated average annual portfolio expense level
reflects estimated expenses for each of these portfolios at 1.00% for 1999.

     During 1998, WRL Management undertook to pay normal operating expenses of
certain portfolios that exceeded a certain stated percentage of those
portfolios' average daily net assets. WRL Management has undertaken until at
least April 30, 2000 to pay expenses to the extent normal operating expenses of
certain portfolios of the fund exceed a stated percentage of the portfolio's
average daily net assets. See the Portfolio Annual Expense Table p. 13. Taking
into account the assumed charges of 1.44%, the gross annual investment return
rates of 0%, 6% and 12% are equivalent to net annual investment return rates of
- -1.44%, 4.56%, and 10.56%.

     The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the separate account, because we are not currently
making such charges. In order to produce after tax returns of 0%, 6% or 12% if
such charges are made in the future, the separate account would have to earn a
sufficient amount in excess of 0%, 6% or 12% to cover any tax charges.

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

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



                                       69
<PAGE>


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



<TABLE>
<S>                                       <C>
    Initial Specified Amount $147,487     Select, Non-Tobacco Use Class
    Initial Premium $30,000               Death Benefit Without Rider
                      Using Current Cost of Insurance Rates
</TABLE>




<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%       -1.44% (NET)       4.56 (NET)         10.56% (NET)
<S>             <C>            <C>                <C>                <C>
1                   31,500          147,487          147,487             147,487
2                   33,075          147,487          147,487             147,487
3                   34,729          147,487          147,487             147,487
4                   36,465          147,487          147,487             147,487
5                   38,288          147,487          147,487             147,487
6                   40,203          147,487          147,487             147,487
7                   42,213          147,487          147,487             147,487
8                   44,324          147,487          147,487             147,487
9                   46,540          147,487          147,487             147,487
10                  48,867          147,487          147,487             148,773
15                  62,368          147,487          147,487             201,127
20                  79,599          147,487          147,487             259,778
25                 101,591          147,487          147,487             348,397
30                 129,658          147,487          147,487             498,421
35                 165,480          147,487          147,487             744,664
40                 211,200          147,487          147,487           1,079,326
45                 269,550          147,487          147,487           1,664,273
50                 344,022          147,487          160,646           2,615,116
55                 439,069          147,487          190,974           4,109,200
60                 560,376          147,487          218,378           6,210,918
65                 715,197          147,487          257,035           9,662,751
</TABLE>




<TABLE>
<CAPTION>
END OF                               CASH VALUE                                  NET SURRENDER VALUE
POLICY                  ASSUMING HYPOTHETICAL GROSS AND NET             ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                        ANNUAL INVESTMENT RETURN OF                     ANNUAL INVESTMENT RETURN OF
             0% (GROSS)         6% (GROSS)      12% (GROSS)      0% (GROSS)         6% (GROSS)     12% (GROSS)
            -1.44% (NET)       4.56% (NET)     10.56% (NET)     -1.44% (NET)       4.56% (NET)     10.56% (NET)
<S>        <C>                <C>             <C>              <C>                <C>             <C>
1              28,982             30,746            32,511         26,057             27,821           29,586
2              27,999             31,511            35,231         25,149             28,661           32,381
3              27,049             32,295            38,180         24,274             29,520           35,405
4              26,131             33,099            41,375         23,431             30,399           38,675
5              25,244             33,922            44,838         22,844             31,522           42,438
6              24,388             34,766            48,590         22,288             32,666           46,490
7              23,560             35,631            52,657         21,760             33,831           50,857
8              22,761             36,518            57,064         21,561             35,318           55,864
9              21,988             37,426            61,839         21,388             36,826           61,239
10             21,242             38,357            67,015         21,242             38,357           67,015
15             18,792             45,599           105,302         18,792             45,599          105,302
20             16,625             54,207           165,464         16,625             54,207          165,464
25             14,708             64,441           259,998         14,708             64,441          259,998
30             13,011             76,606           408,541         13,011             76,606          408,541
35             11,511             91,068           641,952         11,511             91,068          641,952
40             10,183            108,261         1,008,716         10,183            108,261        1,008,716
45              9,009            128,699         1,585,022          9,009            128,699        1,585,022
50              7,970            152,996         2,490,587          7,970            152,996        2,490,587
55              7,050            181,880         3,913,524          7,050            181,880        3,913,524
60              6,237            216,216         6,149,423          6,237            216,216        6,149,423
65              5,518            257,035         9,662,751          5,518            257,035        9,662,751
</TABLE>



The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future 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 fund prospectus.



                                       70
<PAGE>


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



<TABLE>
<S>                                       <C>
    Initial Specified Amount $147,487     Select, Non-Tobacco Use Class
    Initial Premium $30,000               Death Benefit Without Rider
                    Using Guaranteed Cost of Insurance Rates
</TABLE>




<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%       -1.44% (NET)         4.56% (NET)         10.56% (NET)
<S>        <C>            <C>                  <C>                 <C>
1              31,500        147,487              147,487              147,487
2              33,075        147,487              147,487              147,487
3              34,729        147,487              147,487              147,487
4              36,465        147,487              147,487              147,487
5              38,288        147,487              147,487              147,487
6              40,203        147,487              147,487              147,487
7              42,213        147,487              147,487              147,487
8              44,324        147,487              147,487              147,487
9              46,540        147,487              147,487              147,487
10             48,867        147,487              147,487              147,487
15             62,368        147,487              147,487              186,395
20             79,599        147,487              147,487              235,585
25            101,591        147,487              147,487              309,462
30            129,658              *              147,487              433,466
35            165,480              *              147,487              631,974
40            211,200              *              147,487              894,098
45            269,550              *                    *            1,352,671
50            344,022              *                    *            2,062,772
55            439,069              *                    *            3,095,757
60            560,376              *                    *            4,504,749
65            715,197              *                    *            6,990,489
</TABLE>




<TABLE>
<CAPTION>
END OF                        CASH VALUE                                   NET SURRENDER VALUE
POLICY           ASSUMING HYPOTHETICAL GROSS AND NET               ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
             0% (GROSS)       6% (GROSS)      12% (GROSS)       0% (GROSS)       6% (GROSS)     12% (GROSS)
            -1.44% (NET)     4.56% (NET)     -10.56% (NET)     -1.44% (NET)     4.56% (NET)     10.56% (NET)
<S>        <C>              <C>             <C>               <C>              <C>             <C>
1              28,782          30,541             32,300          25,857           27,616           29,375
2              27,592          31,086             34,787          24,742           28,236           31,937
3              26,427          31,631             37,472          23,652           28,856           34,697
4              25,283          32,176             40,374          22,583           29,476           37,674
5              24,159          32,719             43,509          21,759           30,319           41,109
6              23,051          33,257             46,895          20,951           31,157           44,795
7              21,955          33,798             50,556          20,155           31,989           48,756
8              20,870          34,313             54,513          19,670           33,113           53,313
9              19,793          34,829             58,794          19,193           34,229           58,194
10             18,720          35,332             63,426          18,720           35,332           63,426
15             14,053          39,581             97,589          14,053           39,581           97,589
20              8,437          43,489            150,054           8,437           43,489          150,054
25                692          46,121            230,942             692           46,121          230,942
30                  *          45,806            355,300               *           45,806          355,300
35                  *          38,955            544,805               *           38,955          544,805
40                  *          17,223            835,606               *           17,223          835,606
45                  *               *          1,288,258               *                *        1,288,258
50                  *               *          1,964,545               *                *        1,964,545
55                  *               *          2,948,340               *                *        2,948,340
60                  *               *          4,460,148               *                *        4,460,148
65                  *               *          6,990,489               *                *        6,990,489
</TABLE>



*The net surrender value shown would in fact be equal to the cash value since,
under the terms of the Policy, the surrender charge will be waived if a cost of
insurance charge were to be deducted.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future rates of return. Actual investment rates of return may be more
or less than those shown and will depend on a number of factors, including the
investment allocations by an owner and the different investment rates of return
for the 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 fund prospectus.



                                       71
<PAGE>


                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
   JOINT SURVIVORSHIP MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          HYPOTHETICAL ILLUSTRATIONS
                         MALE AND FEMALE ISSUE AGES 55



<TABLE>
<S>                                       <C>
    Initial Specified Amount $109,579     Select, Non-Tobacco Use Class
    Initial Premium $30,000               Death Benefit Without Rider
                      Using Current Cost of Insurance Rates
</TABLE>




<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%       -1.44% (NET)     4.56% (NET)     10.56% (NET)
<S>        <C>            <C>              <C>             <C>
1              31,500          109,579        109,579          109,579
2              33,075          109,579        109,579          109,579
3              34,729          109,579        109,579          109,579
4              36,465          109,579        109,579          109,579
5              38,288          109,579        109,579          109,579
6              40,203          109,579        109,579          109,579
7              42,213          109,579        109,579          109,579
8              44,324          109,579        109,579          109,579
9              46,540          109,579        109,579          109,579
10             48,867          109,579        109,579          109,579
15             62,368          109,579        109,579          131,676
20             79,599          109,579        109,579          195,687
25            101,591          109,579        109,579          309,384
30            129,658          109,579        109,579          498,457
35            165,480          109,579        113,926          803,079
40            211,200          109,579        133,574        1,244,575
45            269,550          109,579        161,202        1,985,318
</TABLE>




<TABLE>
<CAPTION>
END OF                       CASH VALUE                                   NET SURRENDER VALUE
POLICY           ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
             0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
            -1.44% (NET)     4.56% (NET)     10.56% (NET)     -1.44% (NET)     4.56% (NET)     10.56% (NET)
<S>        <C>              <C>             <C>              <C>              <C>             <C>
1              29,128           30,901            32,674         26,203           27,976           29,749
2              28,280           31,828            35,586         25,430           28,978           32,736
3              27,458           32,784            38,758         24,683           30,009           35,983
4              26,659           33,768            42,212         23,959           31,068           39,512
5              25,884           34,782            45,975         23,484           32,382           43,575
6              25,131           35,826            50,072         23,031           33,726           47,972
7              24,400           36,902            54,535         22,600           35,102           52,735
8              23,691           38,010            59,396         22,491           36,810           58,196
9              23,002           39,151            64,690         22,402           38,551           64,090
10             22,333           40,327            70,456         22,333           40,327           70,456
15             20,258           49,154           113,513         20,258           49,154          113,513
20             18,375           59,914           182,885         18,375           59,914          182,885
25             16,668           73,029           294,651         16,668           73,029          294,651
30             15,119           89,015           474,721         15,119           89,015          474,721
35             13,714          108,501           764,837         13,714          108,501          764,837
40             12,440          132,252         1,232,252         12,440          132,252        1,232,252
45             11,284          161,202         1,985,318         11,284          161,202        1,985,318
</TABLE>



The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future 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 fund prospectus.



                                       72
<PAGE>


                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
   JOINT SURVIVORSHIP MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          HYPOTHETICAL ILLUSTRATIONS
                         MALE AND FEMALE ISSUE AGES 55



<TABLE>
<S>                                       <C>
    Initial Specified Amount $109,579     Select, Non-Tobacco Use Class
    Initial Premium $30,000               Death Benefit Without Rider
                    Using Guaranteed Cost of Insurance Rates
</TABLE>




<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%       -1.44% (NET)     4.56% (NET)     10.56% (NET)
<S>        <C>            <C>              <C>             <C>
1              31,500        109,579          109,579          109,579
2              33,075        109,579          109,579          109,579
3              34,729        109,579          109,579          109,579
4              36,465        109,579          109,579          109,579
5              38,288        109,579          109,579          109,579
6              40,203        109,579          109,579          109,579
7              42,213        109,579          109,579          109,579
8              44,324        109,579          109,579          109,579
9              46,540        109,579          109,579          109,579
10             48,867        109,579          109,579          109,579
15             62,368        109,579          109,579          129,286
20             79,599        109,579          109,579          190,662
25            101,591              *          109,579          289,689
30            129,658              *          109,579          471,977
35            165,480              *                *          733,089
40            211,200              *                *        1,098,188
45            269,550              *                *        1,749,590
</TABLE>




<TABLE>
<CAPTION>
END OF                       CASH VALUE                                   NET SURRENDER VALUE
POLICY           ASSUMING HYPOTHETICAL GROSS AND NET              ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                 ANNUAL INVESTMENT RETURN OF                      ANNUAL INVESTMENT RETURN OF
             0% (GROSS)       6% (GROSS)      12% (GROSS)      0% (GROSS)       6% (GROSS)     12% (GROSS)
            -1.44% (NET)     4.56% (NET)     10.56% (NET)     -1.44% (NET)     4.56% (NET)     10.56% (NET)
<S>        <C>              <C>             <C>              <C>              <C>             <C>
1              29,123          30,897             32,670         26,198          27,972            29,745
2              28,263          31,810             35,568         25,413          28,960            32,718
3              27,415          32,740             38,713         24,640          29,965            35,938
4              26,577          33,684             42,128         23,877          30,984            39,428
5              25,745          34,641             45,833         23,345          32,241            43,433
6              24,915          35,606             49,854         22,815          33,506            47,754
7              24,081          36,578             54,219         22,281          34,778            52,419
8              23,237          37,550             58,596         22,037          36,350            57,756
9              22,372          38,516             64,099         21,772          37,916            63,499
10             21,476          39,469             69,684         21,476          39,469            69,684
15             17,010          46,050            111,453         17,010          46,050           111,453
20              8,481          51,207            178,188          8,481          51,207           178,188
25                  *          50,929            284,465              *          50,929           284,465
30                  *          34,540            449,502              *          34,540           449,502
35                  *               *            698,180              *               *           698,180
40                  *               *          1,087,315              *               *         1,087,315
45                  *               *          1,749,590              *               *         1,749,590
</TABLE>



*The net surrender value shown would in fact be equal to the cash value since,
under the terms of the Policy, the surrender charge will be waived if a cost of
insurance charge were to be deducted.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future rates of return. Actual investment rates of return may be more
or less than those shown and will depend on a number of factors, including the
investment allocations by an owner and the different investment rates of return
for the 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 fund prospectus.

                                       73

<PAGE>


APPENDIX B
WEALTH INDICES OF INVESTMENTS IN THE U.S. CAPITAL MARKET
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     The information below graphically depicts the growth of $1.00 invested in
large company stocks, small company stocks, long-term government bonds,
Treasury bills, and hypothetical asset returning the inflation rate over the
period from the end of 1925 to the end of 1998. 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 73-year period: investments of $1.00
in these assets would have grown to $2,350.89 and $5,116.65, respectively, by
year-end 1998. 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
$44.18.

     The lowest-risk strategy over the past 73 years (for those with short-term
time horizons) was to buy U.S. Treasury bills. Since U.S. Treasury bills tended
to track inflation, the resulting real (inflation-adjusted) returns were near
zero for the entire 1926 - 1998 period.

                                       74

<PAGE>

[GRAPHIC OMITTED]


                   COMPOUND ANNUAL RATES OF RETURN BY DECADE



<TABLE>
<CAPTION>
                              1920s*     1930s      1940s      1950s      1960s       1970s      1980s     1990s**     1989-98
<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%     17.9%       19.2%
Small Company ............    -4.5        1.4       20.7        16.9      15.5        11.5        15.8      13.6        13.2
Long-Term Corp. ..........     5.2        6.9        2.7         1.0       1.7         6.2        13.0      10.3        10.9
Long-Term Govt. ..........     5.0        4.9        3.2        -0.1       1.4         5.5        12.6      11.0        11.7
Inter-Term Govt. .........     4.2        4.6        1.8         1.3       3.5         7.0        11.9       8.3         8.7
Treasury Bills ...........     3.7        0.6        0.4         1.9       3.9         6.3         8.9       5.0         5.3
Inflation ................    -1.1       -2.0        5.4         2.2       2.5         7.4         5.1       3.0         3.1
</TABLE>



- ----------------
 * Based on the period 1926-1929.
** Based on the period 1990-1998.

Used with permission. /copyright/1999 Ibbotson Associates, Inc. All rights
reserved. [Certain portions of this work were derived from copyrighted works of
Roger G. Ibbotson and Rex Sinquefield.]




                                       75
<PAGE>


APPENDIX C
SURRENDER CHARGE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

MALE (SINGLE LIFE)



<TABLE>
<CAPTION>
                                                       YEAR
         ------------------------------------------------------------------------------------------------
  AGE       1         2         3         4         5         6         7         8         9        10+
- ------   -------   -------   -------   -------   -------   -------   -------   -------   -------   ------
<S>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 0-74    9.75%     9.50%     9.25%     9.00%     8.00%     7.00%     6.00%     4.00%     2.00%     0.00%
  75     9.75%     9.50%     9.25%     9.00%     8.00%     7.00%     5.84%     4.00%     2.00%     0.00%
  76     9.75%     9.50%     9.25%     9.00%     8.00%     6.69%     5.49%     4.00%     2.00%     0.00%
  77     9.75%     9.50%     9.25%     9.00%     7.89%     6.30%     5.18%     4.00%     2.00%     0.00%
  78     9.75%     9.50%     9.25%     9.00%     7.44%     5.95%     4.89%     4.00%     2.00%     0.00%
  79     9.75%     9.50%     9.25%     9.00%     7.03%     5.61%     4.62%     3.87%     2.00%     0.00%
  80     9.75%     9.50%     9.25%     8.65%     6.64%     5.31%     4.36%     3.66%     2.00%     0.00%
  81     9.75%     9.50%     9.25%     8.18%     6.28%     5.02%     4.12%     3.46%     2.00%     0.00%
  82     9.75%     9.50%     9.25%     7.74%     6.94%     4.75%     3.90%     3.26%     2.00%     0.00%
  83     9.75%     9.50%     9.25%     7.33%     5.62%     4.49%     3.68%     3.07%     2.00%     0.00%
  84     9.75%     9.50%     9.25%     6.94%     5.32%     4.24%     3.47%     2.88%     2.00%     0.00%
  85     9.75%     9.50%     9.15%     6.58%     5.03%     4.00%     3.25%     2.67%     2.00%     0.00%
  86     9.75%     9.50%     8.68%     6.22%     4.75%     3.75%     3.02%     2.46%     1.99%     0.00%
  87     9.75%     9.50%     8.21%     5.87%     4.46%     3.49%     2.78%     2.22%     1.76%     0.00%
  88     9.75%     9.50%     7.75%     5.52%     4.15%     3.21%     2.51%     1.96%     1.51%     0.00%
  89     9.75%     9.50%     7.28%     5.14%     3.82%     2.90%     2.22%     1.68%     1.25%     0.00%
  90     9.75%     9.50%     6.78%     4.72%     3.45%     2.56%     1.90%     1.39%     0.99%     0.00%
</TABLE>



FEMALE (SINGLE LIFE)




<TABLE>
<CAPTION>
                                                       YEAR
         ------------------------------------------------------------------------------------------------
  AGE       1         2         3         4         5         6         7         8         9        10+
- ------   -------   -------   -------   -------   -------   -------   -------   -------   -------   ------
<S>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 0-78    9.75%     9.50%     9.25%     9.00%     8.00%     7.00%     6.00%     4.00%     2.00%     0.00%
  79     9.75%     9.50%     9.25%     9.00%     8.00%     7.00%     5.75%     4.00%     2.00%     0.00%
  80     9.75%     9.50%     9.25%     9.00%     8.00%     6.56%     5.32%     4.00%     2.00%     0.00%
  81     9.75%     9.50%     9.25%     9.00%     7.70%     6.08%     4.93%     4.00%     2.00%     0.00%
  82     9.75%     9.50%     9.25%     9.00%     7.14%     5.63%     4.56%     3.77%     2.00%     0.00%
  83     9.75%     9.50%     9.25%     8.75%     6.62%     5.22%     4.22%     3.47%     2.00%     0.00%
  84     9.75%     9.50%     9.25%     8.13%     6.15%     4.83%     3.89%     3.18%     2.00%     0.00%
  85     9.75%     9.50%     9.25%     7.55%     5.69%     4.46%     3.57%     2.90%     2.00%     0.00%
  86     9.75%     9.50%     9.25%     7.00%     5.26%     4.10%     3.26%     2.62%     2.00%     0.00%
  87     9.75%     9.50%     9.19%     6.48%     4.84%     3.75%     2.95%     2.33%     1.84%     0.00%
  88     9.75%     9.50%     8.51%     5.97%     4.43%     3.39%     2.63%     2.03%     1.55%     0.00%
  89     9.75%     9.50%     7.84%     5.46%     4.01%     3.02%     2.29%     1.72%     1.27%     0.00%
  90     9.75%     9.50%     7.18%     4.95%     3.58%     2.64%     1.94%     1.41%     1.01%     0.00%
</TABLE>





                                       76
<PAGE>


JOINT AND LAST SURVIVOR PLAN: AGE IS BASED ON THE OLDER OF THE INSUREDS



<TABLE>
<CAPTION>
                                                       YEAR
         ------------------------------------------------------------------------------------------------
  AGE       1         2         3         4         5         6         7         8         9        10+
- ------   -------   -------   -------   -------   -------   -------   -------   -------   -------   ------
<S>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 0-74    9.75%     9.50%     9.25%     9.00%     8.00%     7.00%     6.00%     4.00%     2.00%     0.00%
  75     9.75%     9.50%     9.25%     9.00%     7.25%     5.00%     3.50%     2.50%     1.75%     0.00%
  76     9.75%     9.50%     9.25%     9.00%     7.25%     5.00%     3.50%     2.50%     1.75%     0.00%
  77     9.75%     9.50%     9.25%     9.00%     7.25%     5.00%     3.50%     2.50%     1.75%     0.00%
  78     9.75%     9.50%     9.25%     9.00%     7.25%     5.00%     3.50%     2.50%     1.75%     0.00%
  79     9.75%     9.50%     9.25%     9.00%     7.25%     5.00%     3.50%     2.50%     1.75%     0.00%
  80     9.75%     9.50%     9.25%     6.75%     4.25%     2.75%     1.75%     1.00%     0.75%     0.00%
  81     9.75%     9.50%     9.25%     6.75%     4.25%     2.75%     1.75%     1.00%     0.75%     0.00%
  82     9.75%     9.50%     9.25%     6.75%     4.25%     2.75%     1.75%     1.00%     0.75%     0.00%
  83     9.75%     9.50%     9.25%     6.75%     4.25%     2.75%     1.75%     1.00%     0.75%     0.00%
  84     9.75%     9.50%     9.25%     6.75%     4.25%     2.75%     1.75%     1.00%     0.75%     0.00%
  85     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
  86     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
  87     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
  88     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
  89     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
  90     9.75%     9.50%     6.50%     3.50%     1.75%     1.00%     0.50%     0.00%     0.00%     0.00%
</TABLE>



Surrender charge percentages not interpolated for off-anniversary surrenders.


                                       77
<PAGE>


INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WRL SERIES LIFE ACCOUNT:

Statement of Assets and Liabilities at March 31, 1999 (unaudited).

Statement of Operations for the period ended March 31, 1999 (unaudited).

Statement of Changes in Net Assets for the periods ended March 31, 1999 and
December 31, 1998 (unaudited).

Financial Highlights for the period ended March 31, 1999, and for the years
ended December 31, 1998, 1997, 1996, 1995 and 1994 (unaudited).

Notes to the Financial Statements (unaudited).

Report of Independent Accountants dated January 29, 1999.

Statement of Assets and Liabilities at December 31, 1998.

Statement of Operations for the year ended December 31, 1998.
Statement of Changes in Net Assets for the years ended December 31, 1998 and
1997.
Financial Highlights for the years ended December 31, 1998, 1997, 1996, 1995
and 1994.

Notes to the Financial Statements.

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Statutory-Basis Balance Sheet as of March 31, 1999 (unaudited).

Statutory-Basis Statement of Operations for the three months ended March 31,
1999 (unaudited).

Statutory-Basis Statement of Changes in Capital and Surplus for the three
months ended March 31, 1999 (unaudited).

Statutory-Basis Statement of Cash Flows for the three months ended March 31,
1999 (unaudited).

Notes to Statutory-Basis Financial Statements for the three months ended
March 31, 1999 (unaudited).

Report of Independent Auditors dated February 19, 1999.

Statutory-Basis Balance Sheets at December 31, 1998 and 1997.

Statutory-Basis Statements of Operations for the years ended December 31, 1998,
1997 and 1996.

Statutory-Basis Statements of Changes in Capital and Surplus for the years
ended December 31, 1998, 1997 and 1996.

Statutory-Basis Statements of Cash Flows for the years ended December 31, 1998,
1997 and 1996.

Notes to Statutory-Basis Financial Statements.

Statutory-Basis Financial Statement Schedules.

                                       78
<PAGE>


                            WRL SERIES LIFE ACCOUNT
                      STATEMENT OF ASSETS AND LIABILITIES
                               AT MARCH 31, 1999
               ALL AMOUNTS (EXCEPT PER UNIT VALUES) 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 .............................................       34,643           2,221          13,545
                                                            =======         =======        ========
  Cost ...............................................      $34,643         $25,388        $444,200
                                                            =======         =======        ========
 Investment, at net asset value ......................      $34,643         $25,309        $950,951
 Transfers receivable from depositor .................            0             112              81
                                                            -------         -------        --------
  Total assets .......................................       34,643          25,421         951,032
                                                            -------         -------        --------
LIABILITIES:
 Accrued expenses ....................................            1               1              23
 Transfers payable to depositor ......................          413               0               0
                                                            -------         -------        --------
  Total liabilities ..................................          414               1              23
                                                            -------         -------        --------
  Net assets .........................................      $34,229         $25,420        $951,009
                                                            =======         =======        ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $34,229         $25,420        $951,009
 Depositor's equity ..................................            0               0               0
                                                            -------         -------        --------
  Net assets applicable to units outstanding .........      $34,229         $25,420        $951,009
                                                            =======         =======        ========
 Policy Owners' units ................................        2,016           1,128           8,838
 Depositor's units ...................................            0               0               0
                                                            -------         -------        --------
  Units outstanding ..................................        2,016           1,128           8,838
                                                            =======         =======        ========
  Accumulation unit value ............................      $ 16.98         $ 22.55        $ 107.60
                                                            =======         =======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                            STRATEGIC       EMERGING
                                                             GLOBAL       TOTAL RETURN       GROWTH
                                                          SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>             <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................        10,137           5,991           9,998
                                                            ========        ========        ========
  Cost ...............................................      $197,731        $ 81,847        $186,771
                                                            ========        ========        ========
 Investment, at net asset value ......................      $258,693        $100,586        $307,394
 Transfers receivable from depositor .................             0               0               0
                                                            --------        --------        --------
  Total assets .......................................       258,693         100,586         307,394
                                                            --------        --------        --------
LIABILITIES:
 Accrued expenses ....................................             6               2               8
 Transfers payable to depositor ......................            25              67             631
                                                            --------        --------        --------
  Total liabilities ..................................            31              69             639
                                                            --------        --------        --------
  Net assets .........................................      $258,662        $100,517        $306,755
                                                            ========        ========        ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $258,662        $100,517        $306,755
 Depositor's equity ..................................             0               0               0
                                                            --------        --------        --------
  Net assets applicable to units outstanding .........      $258,662        $100,517        $306,755
                                                            ========        ========        ========
 Policy Owners' units ................................        10,498           4,790           8,423
 Depositor's units ...................................             0               0               0
                                                            --------        --------        --------
  Units outstanding ..................................        10,498           4,790           8,423
                                                            ========        ========        ========
  Accumulation unit value ............................      $  24.64        $  20.98        $  36.42
                                                            ========        ========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                           AGGRESSIVE                      GROWTH &
                                                             GROWTH         BALANCED        INCOME
                                                          SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>             <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................         8,258          1,246           1,331
                                                            ========        =======         =======
  Cost ...............................................      $136,560        $14,735         $16,536
                                                            ========        =======         =======
 Investment, at net asset value ......................      $210,085        $16,019         $15,034
 Transfers receivable from depositor .................         1,101              0               3
                                                            --------        -------         -------
  Total assets .......................................       211,186         16,019          15,037
                                                            --------        -------         -------
LIABILITIES:
 Accrued expenses ....................................             5              0               0
 Transfers payable to depositor ......................             0              3               0
                                                            --------        -------         -------
  Total liabilities ..................................             5              3               0
                                                            --------        -------         -------
  Net assets .........................................      $211,181        $16,016         $15,037
                                                            ========        =======         =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $211,181        $16,016         $15,037
 Depositor's equity ..................................             0              0               0
                                                            --------        -------         -------
  Net assets applicable to units outstanding .........      $211,181        $16,016         $15,037
                                                            ========        =======         =======
 Policy Owners' units ................................         7,000          1,043             996
 Depositor's units ...................................             0              0               0
                                                            --------        -------         -------
  Units outstanding ..................................         7,000          1,043             996
                                                            ========        =======         =======
  Accumulation unit value ............................      $  30.17        $ 15.36         $ 15.09
                                                            ========        =======         =======
</TABLE>

<TABLE>
<CAPTION>
                                                          TACTICAL ASSET
                                                            ALLOCATION
                                                            SUB-ACCOUNT
<S>                                                      <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          2,998
                                                              =======
  Cost ...............................................        $39,233
                                                              =======
 Investment, at net asset value ......................        $39,380
 Transfers receivable from depositor .................              0
                                                              -------
  Total assets .......................................         39,380
                                                              -------
LIABILITIES:
 Accrued expenses ....................................              1
 Transfers payable to depositor ......................             40
                                                              -------
  Total liabilities ..................................             41
                                                              -------
  Net assets .........................................        $39,339
                                                              =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................        $39,339
 Depositor's equity ..................................              0
                                                              -------
  Net assets applicable to units outstanding .........        $39,339
                                                              =======
 Policy Owners' units ................................          2,394
 Depositor's units ...................................              0
                                                              -------
  Units outstanding ..................................          2,394
                                                              =======
  Accumulation unit value ............................        $ 16.43
                                                              =======
</TABLE>

                     See notes to the financial statements.

                                       79
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                      STATEMENT OF ASSETS AND LIABILITIES
                               AT MARCH 31, 1999
               ALL AMOUNTS (EXCEPT PER UNIT VALUES) IN THOUSANDS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                             C.A.S.E.                  INTERNATIONAL         U.S.       THIRD AVENUE
                                                              GROWTH      VALUE EQUITY    EQUITY           EQUITY          VALUE
                                                           SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                       <C>             <C>          <C>              <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................         1,423           1,990          533            1,170             312
                                                             =======         =======       ======          =======          ======
  Cost ...............................................       $20,167         $26,936       $6,257          $16,011          $2,980
                                                             =======         =======       ======          =======          ======
 Investment, at net asset value ......................       $21,093         $24,577       $6,450          $17,747          $2,628
 Transfers receivable from depositor .................             0               0            0               45               0
                                                             -------         -------       ------          -------          ------
  Total assets .......................................        21,093          24,577        6,450           17,792           2,628
                                                             -------         -------       ------          -------          ------
LIABILITIES:
 Accrued expenses ....................................             1               1            0                0               0
 Transfers payable to depositor ......................             0              17          230                0               2
                                                             -------         -------       ------          -------          ------
  Total liabilities ..................................             1              18          230                0               2
                                                             -------         -------       ------          -------          ------
  Net assets .........................................       $21,092         $24,559       $6,220          $17,792          $2,626
                                                             =======         =======       ======          =======          ======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................       $21,092         $24,559       $6,220          $17,792          $2,459
 Depositor's equity ..................................             0               0            0                0             167
                                                             -------         -------       ------          -------          ------
  Net assets applicable to units outstanding .........       $21,092         $24,559       $6,220          $17,792          $2,626
                                                             =======         =======       ======          =======          ======
 Policy Owners' units ................................         1,481           1,835          522            1,105             294
 Depositor's units ...................................             0               0            0                0              20
                                                             -------         -------       ------          -------          ------
  Units outstanding ..................................         1,481           1,835          522            1,105             314
                                                             =======         =======       ======          =======          ======
  Accumulation unit value ............................       $ 14.25         $ 13.38       $11.92          $ 16.09          $ 8.35
                                                             =======         =======       ======          =======          ======
</TABLE>

<TABLE>
<CAPTION>
                                                          REAL ESTATE
                                                          SECURITIES
                                                          SUB-ACCOUNT
<S>                                                      <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          66
                                                             =====
  Cost ...............................................       $ 603
                                                             =====
 Investment, at net asset value ......................       $ 541
 Transfers receivable from depositor .................           0
                                                             -----
  Total assets .......................................         541
                                                             -----
LIABILITIES:
 Accrued expenses ....................................           0
 Transfers payable to depositor ......................           0
                                                             -----
  Total liabilities ..................................           0
                                                             -----
  Net assets .........................................       $ 541
                                                             =====
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................       $ 216
 Depositor's equity ..................................         325
                                                             -----
  Net assets applicable to units outstanding .........       $ 541
                                                             =====
 Policy Owners' units ................................          27
 Depositor's units ...................................          40
                                                             -----
  Units outstanding ..................................          67
                                                             =====
  Accumulation unit value ............................       $8.12
                                                             =====
</TABLE>

                     See notes to the financial statements.

                                       80
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                             STATEMENT OF OPERATIONS
                       FOR THE PERIOD ENDED MARCH 31, 1999
                            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 .........................................................       $  337          $    0        $      0
 Capital gain distributions ..............................................            0               0               0
                                                                                 ------          ------        --------
  Total investment income ................................................          337               0               0

EXPENSES:
 Mortality and expense risk ..............................................           66              56           1,895
                                                                                 ------          ------        --------
  Net investment income (loss) ...........................................          271             (56)         (1,895)
                                                                                 ------          ------        --------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................            0             167           5,428
  Change in unrealized appreciation (depreciation) .......................            0            (481)        132,715
                                                                                 ------          ------        --------
  Net gain (loss) on investment securities ...............................            0            (314)        138,143
                                                                                 ------          ------        --------
   Net increase (decrease) in net assets resulting from operations .......       $  271          $ (370)       $136,248
                                                                                 ======          ======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                STRATEGIC       EMERGING
                                                                                 GLOBAL       TOTAL RETURN       GROWTH
                                                                              SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                                          <C>             <C>              <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $     0          $    0        $      0
 Capital gain distributions ..............................................            0               0               0
                                                                                -------          ------        --------
  Total investment income ................................................            0               0               0

EXPENSES:
 Mortality and expense risk ..............................................          544             220             614
                                                                                -------          ------        --------
  Net investment income (loss) ...........................................         (544)           (220)           (614)
                                                                                -------          ------        --------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................        1,018             609           2,964
  Change in unrealized appreciation (depreciation) .......................       17,080           1,719          34,927
                                                                                -------          ------        --------
  Net gain (loss) on investment securities ...............................       18,098           2,328          37,891
                                                                                -------          ------        --------
   Net increase (decrease) in net assets resulting from operations .......      $17,554          $2,108        $ 37,277
                                                                                =======          ======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                               AGGRESSIVE
                                                                                 GROWTH         BALANCED      GROWTH & INCOME
                                                                              SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT
<S>                                                                          <C>             <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $     0          $    0        $      0
 Capital gain distributions ..............................................            0               0               0
                                                                                -------          ------        --------
  Total investment income ................................................            0               0               0

EXPENSES:
 Mortality and expense risk ..............................................          424              34              35
                                                                                -------          ------        --------
  Net investment income (loss) ...........................................         (424)            (34)            (35)
                                                                                -------          ------        --------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................        1,797              90              18
  Change in unrealized appreciation (depreciation) .......................       22,540             293          (1,325)
                                                                                -------          ------        --------
  Net gain (loss) on investment securities ...............................       24,337             383          (1,307)
                                                                                -------          ------        --------
   Net increase (decrease) in net assets resulting from operations .......      $23,913          $  349        $ (1,342)
                                                                                =======          ======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                           TACTICAL ASSET
                                                                             ALLOCATION
                                                                             SUB-ACCOUNT
<S>                                                                       <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $     0
 Capital gain distributions ..............................................            0
                                                                                -------
  Total investment income ................................................            0

EXPENSES:
 Mortality and expense risk ..............................................           88
                                                                                -------
  Net investment income (loss) ...........................................          (88)
                                                                                -------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................          172
  Change in unrealized appreciation (depreciation) .......................         (826)
                                                                                -------
  Net gain (loss) on investment securities ...............................         (654)
                                                                                -------
   Net increase (decrease) in net assets resulting from operations .......      $  (742)
                                                                                =======
</TABLE>

                     See notes to the financial statements.

                                       81
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                             STATEMENT OF OPERATIONS
                       FOR THE PERIOD ENDED MARCH 31, 1999
                            ALL AMOUNTS IN THOUSANDS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              C.A.S.E.
                                                                               GROWTH       VALUE EQUITY
                                                                            SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                                         <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................       $    0        $      0
 Capital gain distributions ..............................................            0               0
                                                                                 ------        --------
  Total investment income ................................................            0               0

EXPENSES:
 Mortality and expense risk ..............................................           44              55
                                                                                 ------        --------
  Net investment income (loss) ...........................................          (44)            (55)
                                                                                 ------        --------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................           72              71
  Change in unrealized appreciation (depreciation) .......................        2,450             400
                                                                                 ------        --------
  Net gain (loss) on investment securities ...............................        2,522             471
                                                                                 ------        --------
   Net increase (decrease) in net assets resulting from operations .......       $2,478        $    416
                                                                                 ======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                              INTERNATIONAL         U.S.     THIRD AVENUE
                                                                                  EQUITY          EQUITY        VALUE
                                                                               SUB-ACCOUNT      SUB-ACCOUNT   SUB-ACCOUNT
<S>                                                                          <C>               <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $     0          $    0        $      0
 Capital gain distributions ..............................................            0               0               0
                                                                                -------          ------        --------
  Total investment income ................................................            0               0               0

EXPENSES:
 Mortality and expense risk ..............................................           14              35               6
                                                                                -------          ------        --------
  Net investment income (loss) ...........................................          (14)            (35)             (6)
                                                                                -------          ------        --------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................          (64)            130             (35)
  Change in unrealized appreciation (depreciation) .......................           74             668            (249)
                                                                                -------          ------        --------
  Net gain (loss) on investment securities ...............................           10             798            (284)
                                                                                -------          ------        --------
   Net increase (decrease) in net assets resulting from operations .......      $    (4)         $  763        $   (290)
                                                                                =======          ======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                           REAL ESTATE
                                                                            SECURITIES
                                                                            SUB-ACCOUNT
<S>                                                                        <C>
INVESTMENT INCOME:
 Dividend income .........................................................    $     0
 Capital gain distributions ..............................................          0
                                                                              -------
  Total investment income ................................................          0

EXPENSES:
 Mortality and expense risk ..............................................          1
                                                                              -------
  Net investment income (loss) ...........................................         (1)
                                                                              -------
REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) on investment securities.......................        (38)
  Change in unrealized appreciation (depreciation) .......................         14
                                                                              -------
  Net gain (loss) on investment securities ...............................        (24)
                                                                              -------
   Net increase (decrease) in net assets resulting from operations .......    $   (25)
                                                                              =======
</TABLE>

                     See notes to the financial statements.

                                       82
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF CHANGES IN NET ASSETS
                              FOR THE PERIOD ENDED
                            ALL AMOUNTS IN THOUSANDS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               MONEY MARKET
                                                                                SUB-ACCOUNT
                                                                           March 31,  December 31,
                                                                         -------------------------
                                                                             1999        1998
                                                                         ------------ ------------
<S>                                                                      <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      217   $    919
 Net gain (loss) on investment securities ..............................           0          0
                                                                          ----------   --------
 Net increase (decrease) in net assets resulting from operations .......         217        919
                                                                          ----------   --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................      11,897     12,763
                                                                          ----------   --------
 Less cost of units redeemed:
  Administrative charges ...............................................         731      3,123
  Policy loans .........................................................         120      1,163
  Surrender benefits ...................................................       1,656      1,250
  Death benefits .......................................................           8         10
                                                                          ----------   --------
                                                                               2,515      5,546
                                                                          ----------   --------
  Increase (decrease) in net assets from capital unit transactions .....       9,382      7,217
                                                                          ----------   --------
  Net increase (decrease) in net assets ................................       9,653      8,136
 Depositor's equity contribution (redemption) ..........................           0          0

NET ASSETS:
 Beginning of period....................................................      24,576     16,440
                                                                          ----------   --------
 End of period..........................................................  $   34,229   $ 24,576
                                                                          ==========   ========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       1,460      1,020
 Units issued ..........................................................       3,551     11,339
 Units redeemed ........................................................      (2,995)   (10,899)
                                                                          ----------   --------
 Units outstanding - end of period......................................       2,016      1,460
                                                                          ==========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                    BOND                       GROWTH
                                                                                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998            1999        1998
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      (56)  $  1,002      $    (1,895)  $    1,103
 Net gain (loss) on investment securities ..............................        (314)       713          138,143      295,459
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......        (370)     1,715          136,248      296,562
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................       1,920      9,472           45,286      140,684
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................         631      2,292           12,813       44,910
  Policy loans .........................................................         178        594            7,169       18,083
  Surrender benefits ...................................................         251        865            8,147       22,312
  Death benefits .......................................................           4        159              423        4,185
                                                                          ----------   --------      -----------   ----------
                                                                               1,064      3,910           28,552       89,490
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....         856      5,562           16,734       51,194
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................         486      7,277          512,982      347,756
 Depositor's equity contribution (redemption) ..........................           0          0                0            0

NET ASSETS:
 Beginning of period....................................................      24,934     17,657          798,027      450,271
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $   25,420   $ 24,934       $  951,009   $  798,027
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       1,090        836            8,668        7,972
 Units issued ..........................................................         270      1,030              722        2,967
 Units redeemed ........................................................        (232)      (776)            (552)      (2,271)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................       1,128      1,090            8,838        8,668
                                                                          ==========   ========       ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                  GLOBAL
                                                                                SUB-ACCOUNT
                                                                           March 31,  December 31,
                                                                         -------------------------
                                                                             1999        1998
                                                                         ------------ ------------
<S>                                                                      <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $     (544)  $  7,425
 Net gain (loss) on investment securities ..............................      18,098     38,427
                                                                          ----------   --------
 Net increase (decrease) in net assets resulting from operations .......      17,554     45,852
                                                                          ----------   --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................      17,388     72,962
                                                                          ----------   --------
 Less cost of units redeemed:
  Administrative charges ...............................................       5,761     19,369
  Policy loans .........................................................       1,619      4,953
  Surrender benefits ...................................................       2,120      5,662
  Death benefits .......................................................          36        591
                                                                          ----------   --------
                                                                               9,536     30,575
                                                                          ----------   --------
  Increase (decrease) in net assets from capital unit transactions .....       7,852     42,387
                                                                          ----------   --------
  Net increase (decrease) in net assets ................................      25,406     88,239
 Depositor's equity contribution (redemption) ..........................           0          0

NET ASSETS:
 Beginning of period....................................................     233,256    145,017
                                                                          ----------   --------
 End of period..........................................................  $  258,662   $233,256
                                                                          ==========   ========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................      10,167      8,145
 Units issued ..........................................................       1,242      5,610
 Units redeemed ........................................................        (911)    (3,588)
                                                                          ----------   --------
 Units outstanding - end of period......................................      10,498     10,167
                                                                          ==========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                           STRATEGIC TOTAL RETURN         EMERGING GROWTH
                                                                                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998            1999        1998
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $     (220)  $  3,284      $      (614)  $    6,894
 Net gain (loss) on investment securities ..............................       2,328      4,347           37,891       59,514
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......       2,108      7,631           37,277       66,408
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................       2,910     24,191           17,341       64,824
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................       2,110      7,696            5,708       19,612
  Policy loans .........................................................         597      2,319            2,093        5,601
  Surrender benefits ...................................................         700      2,587            2,670        7,688
  Death benefits .......................................................          20      1,047               57          368
                                                                          ----------   --------      -----------   ----------
                                                                               3,427     13,649           10,528       33,269
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....        (517)    10,542            6,813       31,555
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................       1,591     18,173           44,090       97,963
 Depositor's equity contribution (redemption) ..........................           0          0                0            0

NET ASSETS:
 Beginning of period....................................................      98,926     80,753          262,665      164,702
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $  100,517   $ 98,926       $  306,755   $  262,665
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       4,814      4,270            8,218        7,013
 Units issued ..........................................................         405      1,946              972        4,099
 Units redeemed ........................................................        (429)    (1,402)            (767)      (2,894)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................       4,790      4,814            8,423        8,218
                                                                          ==========   ========       ==========   ==========
</TABLE>

                     See notes to the financial statements.

                                       83
<PAGE>
                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF CHANGES IN NET ASSETS
                              FOR THE PERIOD ENDED
                            ALL AMOUNTS IN THOUSANDS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              AGGRESSIVE GROWTH
                                                                                SUB-ACCOUNT
                                                                           March 31,  December 31,
                                                                         -------------------------
                                                                             1999        1998
                                                                         ------------ ------------
<S>                                                                      <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $     (424)  $  7,851
 Net gain (loss) on investment securities ..............................      24,337     44,348
                                                                          ----------   --------
 Net increase (decrease) in net assets resulting from operations .......      23,913     52,199
                                                                          ----------   --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................      17,157     53,159
                                                                          ----------   --------
 Less cost of units redeemed:
  Administrative charges ...............................................       4,213     13,960
  Policy loans .........................................................       1,272      3,522
  Surrender benefits ...................................................       2,238      4,423
  Death benefits .......................................................          23        248
                                                                          ----------   --------
                                                                               7,746     22,153
                                                                          ----------   --------
  Increase (decrease) in net assets from capital unit transactions .....       9,411     31,006
                                                                          ----------   --------
  Net increase (decrease) in net assets ................................      33,324     83,205
 Depositor's equity contribution (redemption) ..........................           0          0

NET ASSETS:
 Beginning of period....................................................     177,857     94,652
                                                                          ----------   --------
 End of period..........................................................  $  211,181   $177,857
                                                                          ==========   ========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       6,669      5,230
 Units issued ..........................................................         968      3,797
 Units redeemed ........................................................        (637)    (2,358)
                                                                          ----------   --------
 Units outstanding - end of period......................................       7,000      6,669
                                                                          ==========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                  BALANCED                GROWTH & INCOME
                                                                                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998            1999        1998
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      (34)  $    227      $       (35)  $      644
 Net gain (loss) on investment securities ..............................         383        576           (1,307)        (269)
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......         349        803           (1,342)         375
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................       1,451      5,658            1,101        8,963
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................         442      1,423              559        1,633
  Policy loans .........................................................          94        279               94          218
  Surrender benefits ...................................................         111        596              116          431
  Death benefits .......................................................           1         15                0           72
                                                                          ----------   --------      -----------   ----------
                                                                                 648      2,313              769        2,354
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....         803      3,345              332        6,609
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................       1,152      4,148           (1,010)       6,984
 Depositor's equity contribution (redemption) ..........................           0          0                0            0

NET ASSETS:
 Beginning of period....................................................      14,864     10,716           16,047        9,063
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $   16,016   $ 14,864       $   15,037   $   16,047
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................         990        756              976          563
 Units issued ..........................................................         170        578              187          966
 Units redeemed ........................................................        (117)      (344)            (167)        (553)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................       1,043        990              996          976
                                                                          ==========   ========       ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                         TACTICAL ASSET ALLOCATION
                                                                                SUB-ACCOUNT
                                                                           March 31,  December 31,
                                                                         -------------------------
                                                                             1999        1998
                                                                         ------------ ------------
<S>                                                                      <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      (88)  $  3,419
 Net gain (loss) on investment securities ..............................        (654)    (1,087)
                                                                          ----------   --------
 Net increase (decrease) in net assets resulting from operations .......        (742)     2,332
                                                                          ----------   --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................       1,577     13,703
                                                                          ----------   --------
 Less cost of units redeemed:
  Administrative charges ...............................................         981      3,421
  Policy loans .........................................................         210        748
  Surrender benefits ...................................................         195        925
  Death benefits .......................................................          14        160
                                                                          ----------   --------
                                                                               1,400      5,254
                                                                          ----------   --------
  Increase (decrease) in net assets from capital unit transactions .....         177      8,449
                                                                          ----------   --------
  Net increase (decrease) in net assets ................................        (565)    10,781
 Depositor's equity contribution (redemption) ..........................           0          0

NET ASSETS:
 Beginning of period....................................................      39,904     29,123
                                                                          ----------   --------
 End of period..........................................................  $   39,339   $ 39,904
                                                                          ==========   ========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       2,383      1,867
 Units issued ..........................................................         293      1,377
 Units redeemed ........................................................        (282)      (861)
                                                                          ----------   --------
 Units outstanding - end of period......................................       2,394      2,383
                                                                          ==========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                              C.A.S.E. GROWTH                VALUE EQUITY
                                                                                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998            1999        1998
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      (44)  $  1,475      $       (55)  $    2,021
 Net gain (loss) on investment securities ..............................       2,522     (1,114)             471       (4,683)
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......       2,478        361              416       (2,662)
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................       1,869      8,731             (907)       6,086
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................         728      2,433              740        2,846
  Policy loans .........................................................          92        520              157          643
  Surrender benefits ...................................................         163        295              136          401
  Death benefits .......................................................           2         60                0          165
                                                                          ----------   --------      -----------   ----------
                                                                                 985      3,308            1,033        4,055
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....         884      5,423           (1,940)       2,031
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................       3,362      5,784           (1,524)        (631)
 Depositor's equity contribution (redemption) ..........................           0          0                0            0

NET ASSETS:
 Beginning of period....................................................      17,730     11,946           26,083       26,714
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $   21,092   $ 17,730       $   24,559   $   26,083
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................       1,417        969            1,982        1,916
 Units issued ..........................................................         351      1,317              303        1,748
 Units redeemed ........................................................        (287)      (869)            (450)      (1,682)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................       1,481      1,417            1,835        1,982
                                                                          ==========   ========       ==========   ==========
</TABLE>

                     See notes to the financial statements.

                                       84
<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
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998            1999        1998
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      (14)  $    (32)     $       (35)  $      434
 Net gain (loss) on investment securities ..............................          10        369              798        1,411
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......          (4)       337              763        1,845
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................         659      3,972            3,561       10,178
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................         159        433              439          862
  Policy loans .........................................................          48        196              117          159
  Surrender benefits ...................................................          55         35               60          113
  Death benefits .......................................................           0        107                0           63
                                                                          ----------   --------      -----------   ----------
                                                                                 262        771              616        1,197
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....         397      3,201            2,945        8,981
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................         393      3,538            3,708       10,826
 Depositor's equity contribution (redemption) ..........................           0          0                0            0

NET ASSETS:
 Beginning of period....................................................       5,827      2,289           14,084        3,258
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $    6,220   $  5,827       $   17,792   $   14,084
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................         489        215              919          259
 Units issued ..........................................................         254        767              374        1,266
 Units redeemed ........................................................        (221)      (493)            (188)        (606)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................         522        489            1,105          919
                                                                          ==========   ========       ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                            THIRD AVENUE VALUE        REAL ESTATE SECURITIES
                                                                                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                                           March 31,  December 31,     March 31,  December 31,
                                                                         -------------------------   -------------------------
                                                                             1999        1998(a)         1999        1998(b)
                                                                         ------------ ------------   ------------ ------------
<S>                                                                      <C>          <C>            <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $       (6)  $    (11)     $        (1)  $       (4)
 Net gain (loss) on investment securities ..............................        (284)      (142)             (24)        (112)
                                                                          ----------   --------      -----------   ----------
 Net increase (decrease) in net assets resulting from operations .......        (290)      (153)             (25)        (116)
                                                                          ----------   --------      -----------   ----------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................         191      2,932             (139)         472
                                                                          ----------   --------      -----------   ----------
 Less cost of units redeemed:
  Administrative charges ...............................................          53        138                4            4
  Policy loans .........................................................           5          8                0           43
  Surrender benefits ...................................................          24         26                0            0
  Death benefits .......................................................           0          0                0            0
                                                                          ----------   --------      -----------   ----------
                                                                                  82        172                4           47
                                                                          ----------   --------      -----------   ----------
  Increase (decrease) in net assets from capital unit transactions .....         109      2,760             (143)         425
                                                                          ----------   --------      -----------   ----------
  Net increase (decrease) in net assets ................................        (181)     2,607             (168)         309
 Depositor's equity contribution (redemption) ..........................           0        200                0          400

NET ASSETS:
 Beginning of period....................................................       2,807          0              709            0
                                                                          ----------   --------       ----------   ----------
 End of period..........................................................  $    2,626   $  2,807       $      541   $      709
                                                                          ==========   ========       ==========   ==========
UNIT ACTIVITY:
 Units outstanding - beginning of period................................         304          0               84            0
 Units issued ..........................................................          74        495               10          113
 Units redeemed ........................................................         (64)      (191)             (27)         (29)
                                                                          ----------   --------       ----------   ----------
 Units outstanding - end of period......................................         314        304               67           84
                                                                          ==========   ========       ==========   ==========
</TABLE>
(a) The inception date of this Sub-Account was January 2, 1998.
(b) The inception date of this Sub-Account was May 1, 1998.

                     See notes to the financial statements.

                                       85

<PAGE>

                            WRL SERIES LIFE ACCOUNT
                             FINANCIAL HIGHLIGHTS*
                              FOR THE PERIOD ENDED
                                  (UNAUDITED)











<TABLE>
<CAPTION>
                                                                                     MONEY MARKET SUB-ACCOUNT
                                                               March 31,                   December 31,
                                                              ----------- ----------------------------------------------- --------
                                                                  1999        1998        1997        1996        1995       1994
                                                              ----------- ----------- ----------- ----------- ----------- --------
<S>                                                           <C>         <C>         <C>         <C>         <C>        <C>
Accumulation unit value, beginning of period ................   $ 16.83     $ 16.13     $ 15.45     $ 14.83     $ 14.19      13.84
 Income from operations:
  Net investment income (loss) ..............................      0.15        0.70        0.68        0.62        0.64       0.35
  Net realized and unrealized gain (loss) on investment .....      0.00        0.00        0.00        0.00        0.00       0.00
                                                                -------     -------     -------     -------     -------      -----
   Net income (loss) from operations ........................      0.15        0.70        0.68        0.62        0.64       0.35
                                                                -------     -------     -------     -------     -------      -----
Accumulation unit value, end of period ......................   $ 16.98     $ 16.83     $ 16.13     $ 15.45     $ 14.83    $ 14.19
                                                                =======     =======     =======     =======     =======    =======
Total return (a) ............................................      0.92%       4.36%       4.37%       4.17%       4.49%      2.58%
Ratios and supplemental data:
 Net assets at end of period (in thousands) .................   $34,229     $24,576     $16,440     $12,740     $10,759    $ 9,706
 Ratios of net investment income (loss) to average net
   assets (b) ...............................................      3.72%       4.24%       4.28%       4.07%       4.37%      2.66%
</TABLE>



<TABLE>
<CAPTION>

                                                                                             BOND SUB-ACCOUNT
                                                              March 31,                         December 31,
                                                                 1999        1998        1997         1996        1995      1994
                                                             ----------- ----------- ------------ ----------- ---------- ----------
<S>                                                          <C>         <C>         <C>          <C>         <C>        <C>
Accumulation unit value, beginning of period ............... $ 22.89       $ 21.12     $  19.53    $  19.67     $ 16.14      17.50
 Income from operations:
  Net investment income (loss) .............................   (0.05)         1.01         1.01        0.99        1.05       0.89
  Net realized and unrealized gain (loss) on investment ....   (0.29)         0.76         0.58       (1.13)       2.48      (2.25)
                                                             -------       -------     --------    --------     -------  ---------
   Net income (loss) from operations .......................   (0.34)         1.77         1.59       (0.14)       3.53      (1.36)
                                                             -------       -------     --------    --------     -------  ---------
Accumulation unit value, end of period ..................... $ 22.55       $ 22.89     $  21.12    $  19.53     $ 19.67  $   16.14
                                                             =======       =======     ========    ========     =======  =========
Total return (a) ...........................................   (1.49)%        8.34%        8.18%      (0.75)%     21.89%     (7.77)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ................ $25,420       $24,934     $ 17,657    $ 11,585     $10,066  $   6,259
 Ratios of net investment income (loss) to average net
   assets (b) ..............................................  (0.90)%         4.58%        5.06%       5.34%       5.80%      5.57%
</TABLE>



<TABLE>
<CAPTION>

                                                                                           GROWTH SUB-ACCOUNT
                                                              March 31,                        December 31,
                                                             ----------- --------------------------------------------------------
                                                                1999        1998       1997        1996        1995        1994
                                                             ----------- ---------- ----------- -----------  ---------  ---------
<S>                                                          <C>         <C>         <C>         <C>         <C>        <C>
Accumulation unit value, beginning of period ...............  $  92.07     $  56.48    $  48.48    $  41.47   $  28.44      31.30
 Income from operations:
  Net investment income (loss) .............................     (0.22)        0.13        5.83        2.88       3.89       0.04
  Net realized and unrealized gain (loss) on investment ....     15.75        35.46        2.17        4.13       9.14      (2.90)
                                                              --------     --------    --------    --------   --------     -------
   Net income (loss) from operations .......................     15.53        35.59        8.00        7.01      13.03      (2.86)
                                                              --------     --------    --------    --------   --------     -------
Accumulation unit value, end of period .....................  $ 107.60     $  92.07    $  56.48    $  48.48   $  41.47    $ 28.44
                                                              ========     ========    ========    ========    ========    =======
Total return (a) ...........................................     16.87%       63.01%      16.50%      16.91%     45.81%     (9.13)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ................  $951,009     $798,027    $450,271    $349,491   $262,467   $161,490
 Ratios of net investment income (loss) to average net
   assets (b) ..............................................     (0.90)%       0.19%      10.84%       6.41%     11.05%      0.16%
</TABLE>

                     See notes to the financial statements.

                                       86
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                             FINANCIAL HIGHLIGHTS*
                              FOR THE PERIOD ENDED
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                              GLOBAL SUB-ACCOUNT
                                                               March 31,                         December 31,
                                                              ----------- ----------------------------------------------- ---------
                                                                  1999       1998         1997         1996      1995     1994(c)
                                                              ----------- ---------- ------------ ----------- --------- ---------
<S>                                                           <C>         <C>        <C>          <C>         <C>       <C>
Accumulation unit value, beginning of period ................ $  22.94    $  17.80   $  15.13     $ 11.95     $  9.80      10.00
 Income from operations:
  Net investment income (loss) ..............................    (0.05)       0.82       2.30        1.50        0.45       0.71
  Net realized and unrealized gain (loss) on investment .....     1.75        4.32       0.37        1.68        1.70      (0.91)
                                                              --------    --------   --------     -------     -------    -------
   Net income (loss) from operations ........................     1.70        5.14       2.67        3.18        2.15      (0.20)
                                                              --------    --------   --------     -------     -------    -------
Accumulation unit value, end of period ...................... $  24.64    $  22.94   $  17.80     $ 15.13     $ 11.95    $  9.80
                                                              ========    ========   ========     =======     =======    =======
Total return (a) ............................................     7.40%      28.86%     17.69%      26.60%      21.96%     (2.02)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ................. $258,662    $233,256   $145,017     $83,159     $37,049    $21,672
 Ratios of net investment income (loss) to average net
   assets (b) ...............................................    (0.90)%      3.92%     13.39%      11.09%       4.25%      8.86%
</TABLE>


<TABLE>
<CAPTION>


                                                                                       STRATEGIC TOTAL RETURN SUB-ACCOUNT
                                                                March 31,                          December 31,
                                                               ----------------------------------------------------- ----------
                                                                   1999      1998         1997      1996       1995       1994
                                                               ----------- -------   --------- -----------  --------  ----------
<S>                                                            <C>         <C>       <C>         <C>      <C>       <C>
Accumulation unit value, beginning of period ................. $  20.55    $ 18.91     $ 15.66     $ 13.74   $  11.12  $  11.28
 Income from operations:
  Net investment income (loss) ...............................    (0.05)      0.71        1.56        0.82       0.68      0.18
  Net realized and unrealized gain (loss) on investment ......     0.48       0.93        1.69        1.10       1.94     (0.34)
                                                               --------    -------     -------     -------    -------  --------
   Net income (loss) from operations .........................     0.43       1.64        3.25        1.92       2.62     (0.16)
                                                               --------    -------     -------     -------    -------  --------
Accumulation unit value, end of period ....................... $  20.98    $ 20.55     $ 18.91     $ 15.66    $ 13.74  $  11.12
                                                               ========    =======     =======     =======    =======  ========
Total return (a) .............................................     2.12%      8.66%      20.77%      13.97%     23.55%    (1.42)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) .................. $100,517    $98,926     $80,753     $55,900    $39,648  $ 23,649
 Ratios of net investment income (loss) to average net
  assets (b) .................................................   (0.90)%      3.67%       8.89%       5.76%      5.47%     1.93%
</TABLE>

<TABLE>
<CAPTION>


                                                                                        EMERGING GROWTH SUB-ACCOUNT
                                                               March 31,                         December 31,
                                                             ----------- ------------------------------------------------ ---------
                                                                 1999        1998         1997         1996       1995      1994
                                                             ----------- ------------ ------------ ----------- ---------- ---------
<S>                                                          <C>         <C>          <C>          <C>         <C>         <C>
Accumulation unit value, beginning of period ................ $  31.96      $  23.48     $  19.51     $  16.56   $ 11.38  $ 12.40
 Income from operations:
  Net investment income (loss) ..............................    (0.07)         0.91         2.20         0.82      0.65    (0.09)
  Net realized and unrealized gain (loss) on investment .....     4.53          7.57         1.77         2.13      4.53    (0.93)
                                                              --------      --------     --------     --------   -------  -------
   Net income (loss) from operations ........................     4.46          8.48         3.97         2.95      5.18    (1.02)
                                                              --------      --------     --------     --------   -------  -------
Accumulation unit value, end of period ...................... $  36.42      $  31.96     $  23.48     $  19.51   $ 16.56  $ 11.38
                                                              ========      ========     ========     ========   =======  =======
Total return (a) ............................................    13.94%        36.11%       20.37%       17.82%    45.49%   (8.18)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ................. $306,755      $262,665     $164,702     $107,925   $67,905  $36,687
 Ratios of net investment income (loss) to average net
   assets (b) ...............................................    (0.90)%        3.44%       10.18%        4.51%     4.66%   (0.86)%
</TABLE>

                     See notes to the financial statements.

                                       87
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                             FINANCIAL HIGHLIGHTS*
                              FOR THE PERIOD ENDED
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                     AGGRESSIVE GROWTH SUB-ACCOUNT
                                                           March 31,                          December 31,
                                                          ----------  ---------------------------------------------------------
                                                              1999        1998          1997        1996        1995     1994(c)
                                                          ----------  ------------  ----------- ----------- ----------  ---------
<S>                                                         <C>       <C>           <C>         <C>         <C>          <C>
Accumulation unit value, beginning of period .............. $  26.67    $  18.10      $ 14.70     $ 13.43     $  9.82    $10.00
 Income from operations:
  Net investment income (loss) ............................    (0.06)       1.33         1.75        0.36        0.37     (0.06)
  Net realized and unrealized gain (loss) on investment ...     3.56        7.24         1.65        0.91        3.24     (0.12)
                                                            --------    --------      -------     -------     -------    ------
   Net income (loss) from operations ......................     3.50        8.57         3.40        1.27        3.61     (0.18)
                                                            --------    --------      -------     -------     -------    ------
Accumulation unit value, end of period .................... $  30.17    $  26.67      $ 18.10     $ 14.70     $ 13.43      9.82
                                                            ========    ========      =======     =======     =======    ======
Total return (a) ..........................................    13.13%      47.36%       23.14%       9.46%      36.79%    (1.85)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ............... $211,181    $177,857      $94,652     $54,408     $32,904    $8,909
 Ratios of net investment income (loss) to average net
  assets (b) ..............................................    (0.90)%     6.20%        10.26%       2.65%       2.93%    (0.72)%
</TABLE>



<TABLE>
<CAPTION>

                                                                                     BALANCED SUB-ACCOUNT
                                                            March 31,                    December 31,
                                                           ----------- ----------------------------------------------------------
                                                               1999        1998        1997        1996        1995      1994(c)
                                                           ----------- ----------- ----------- ----------- ----------- ---------
<S>                                                        <C>          <C>         <C>         <C>         <C>        <C>
Accumulation unit value, beginning of period ............. $ 15.02       $ 14.17     $ 12.21     $ 11.13    $   9.37    $   10.00
 Income from operations:
  Net investment income (loss) ...........................   (0.03)         0.25        1.55        0.36        0.37         0.22
  Net realized and unrealized gain (loss) on investment ..    0.37          0.60        0.41        0.72        1.39        (0.85)
                                                           -------       -------     -------     -------    --------    ---------
   Net income (loss) from operations .....................    0.34          0.85        1.96        1.08        1.76        (0.63)
                                                           -------       -------     -------     -------    --------    ---------
Accumulation unit value, end of period ................... $ 15.36       $ 15.02     $ 14.17     $ 12.21    $  11.13    $    9.37
                                                           =======       =======     =======     =======    ========    =========
Total return (a) .........................................    2.26%         5.98%      16.06%       9.73%      18.73%       (6.29)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) .............. $16,016       $14,864     $10,716     $ 6,418    $  3,795    $   2,145
 Ratios of net investment income (loss) to average net
   assets (b) ............................................   (0.90)%        1.76%      11.62%       3.18%       3.59%        3.06%
</TABLE>


<TABLE>
<CAPTION>


                                                                                      GROWTH & INCOME SUB-ACCOUNT
                                                                March 31,                     December 31,
                                                               ----------- ---------------------------------------------------------
                                                                   1999      1998        1997        1996        1995       1994(c)
                                                               ----------- --------- -----------  ----------  ---------- -----------
<S>                                                            <C>          <C>         <C>       <C>       <C>         <C>
Accumulation unit value, beginning of period ................. $ 16.44        $ 16.09    $  13.03  $  11.77  $   9.49     $  10.00
 Income from operations:
  Net investment income (loss) ...............................   (0.03)          0.77        2.61      0.76      0.49         0.29
  Net realized and unrealized gain (loss) on investment ......   (1.32)         (0.42)       0.45      0.50      1.79        (0.80)
                                                               -------        -------    --------  --------  --------     --------
   Net income (loss) from operations .........................   (1.35)          0.35        3.06      1.26      2.28        (0.51)
                                                               -------        -------    --------  --------  --------     --------
Accumulation unit value, end of period ....................... $ 15.09        $ 16.44    $  16.09  $  13.03  $  11.77     $   9.49
                                                               =======        =======    ========  ========  ========     ========
Total return (a) .............................................   (8.19)%         2.13%      23.54%    10.64%    24.14%       (5.15)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) .................. $15,037        $16,047    $  9,063  $  5,501  $  2,631     $  1,215
 Ratios of net investment income (loss) to average net
  assets (b) .................................................   (0.90)%         4.83%      18.50%     6.38%     4.57%        3.71%
</TABLE>


                     See notes to the financial statements.

                                       88
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                             FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                                               TACTICAL ASSET ALLOCATION SUB-ACCOUNT
                                                                March 31,                  December 31,
                                                               ----------- ----------------------------------------------
                                                                   1999       1998        1997        1996      1995(d)
                                                               ----------- ---------- ----------- ----------- -----------
<S>                                                            <C>         C>         <C>         <C>         <C>
Accumulation unit value, beginning of period ................. $ 16.74      $ 15.60     $ 13.50     $ 11.90    $  10.00
 Income from operations:
  Net investment income (loss) ...............................   (0.04)        1.58        1.20        0.53        0.61
  Net realized and unrealized gain (loss) on investment ......   (0.27)       (0.44)       0.90        1.07        1.29
                                                               -------      -------     -------     -------    --------
   Net income (loss) from operations .........................   (0.31)        1.14        2.10        1.60        1.90
                                                               -------      -------     -------     -------    --------
Accumulation unit value, end of period ....................... $ 16.43      $ 16.74     $ 15.60     $ 13.50    $  11.90
                                                               =======      =======     =======     =======    ========
Total return (a) .............................................   (1.85)%       7.36%      15.55%      13.40%      19.03%
Ratios and supplemental data:
 Net assets at end of period (in thousands) .................. $39,339      $39,904     $29,123     $17,946    $  9,446
 Ratios of net investment income (loss) to average net
  assets (b) .................................................   (0.90)%       9.69%       8.14%       4.35%       5.47%
</TABLE>


<TABLE>
<CAPTION>
                                                                                       C.A.S.E. GROWTH SUB-ACCOUNT
                                                                           March 31,                 December 31,
                                                                          -----------   ---------------------------------------
                                                                              1999          1998          1997        1996(e)
                                                                          -----------   -----------   -----------   -----------
<S>                                                                       <C>           <C>           <C>           <C>
Accumulation unit value, beginning of period ..........................   $ 12.51         $ 12.32       $ 10.81       $ 10.00
 Income from operations:
  Net investment income (loss) ........................................     (0.03)           1.24          1.51          0.37
  Net realized and unrealized gain (loss) on investment ...............      1.77           (1.05)         0.00          0.44
                                                                          -------         -------       -------       -------
   Net income (loss) from operations ..................................      1.74            0.19          1.51          0.81
                                                                          -------         -------       -------       -------
Accumulation unit value, end of period ................................   $ 14.25         $ 12.51       $ 12.32       $ 10.81
                                                                          =======         =======       =======       =======
Total return (a) ......................................................     13.83%           1.56%        14.00%         8.09%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...........................   $21,092         $17,730       $11,946       $ 4,466
 Ratios of net investment income (loss) to average net assets (b) .....     (0.90)%         10.21%        12.65%         6.11%
</TABLE>

<TABLE>
<CAPTION>
                                                                                          VALUE EQUITY SUB-ACCOUNT
                                                                           March 31,                 December 31,
                                                                          -----------   ---------------------------------------
                                                                              1999          1998          1997        1996(e)
                                                                          -----------   -----------   -----------   -----------
<S>                                                                       <C>           <C>           <C>           <C>
Accumulation unit value, beginning of period ..........................   $ 13.16        $  13.94       $ 11.25      $  10.00
 Income from operations:
  Net investment income (loss) ........................................     (0.03)           0.95          0.14          0.05
  Net realized and unrealized gain (loss) on investment ...............      0.25           (1.73)         2.55          1.20
                                                                          -------        --------       -------      --------
   Net income (loss) from operations ..................................      0.22           (0.78)         2.69          1.25
                                                                          -------        --------       -------      --------
Accumulation unit value, end of period ................................     13.38        $  13.16       $ 13.94      $  11.25
                                                                          =======        ========       =======      ========
Total return (a) ......................................................      1.70%          (5.63)%       23.93%        12.51%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...........................   $24,559        $ 26,083       $26,714      $  8,887
 Ratios of net investment income (loss) to average net assets (b) .....     (0.90)%          6.84%         1.05%         0.77%
</TABLE>

                     See notes to the financial statements.

                                       89
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                             FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               INTERNATIONAL EQUITY
                                                                                    SUB-ACCOUNT
                                                                         March 31,       December 31,
                                                                        ----------- -----------------------
                                                                            1999        1998      1997(f)
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of period .......................... $ 11.92     $10.65      $10.00
 Income from operations:
  Net investment income (loss) ........................................  (0.03)      (0.09)      (0.03)
  Net realized and unrealized gain (loss) on investment ...............   0.03        1.36        0.68
                                                                        -------     -------     -------
   Net income (loss) from operations ..................................   0.00        1.27        0.65
                                                                        -------     -------     -------
Accumulation unit value, end of period ................................ $11.92      $11.92      $10.65
                                                                        =======     =======     =======
Total return (a) ......................................................  (0.01)%     11.84%       6.54%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ........................... $6,220      $5,827      $2,289
 Ratios of net investment income (loss) to average net assets (b) .....  (0.90)%     (0.81)%     (0.28)%
</TABLE>

<TABLE>
<CAPTION>
                                                                                    U.S. EQUITY
                                                                                    SUB-ACCOUNT
                                                                         March 31,       December 31,
                                                                        ----------- -----------------------
                                                                            1999        1998      1997(f)
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of period .......................... $ 15.33       $ 12.59    $  10.00
 Income from operations:
  Net investment income (loss) ........................................   (0.03)         0.73        0.99
  Net realized and unrealized gain (loss) on investment ...............    0.79          2.01        1.60
                                                                        -------       -------    --------
   Net income (loss) from operations ..................................    0.76          2.74        2.59
                                                                        -------       -------    --------
Accumulation unit value, end of period ................................ $ 16.09       $ 15.33    $  12.59
                                                                        =======       =======    ========
Total return (a) ......................................................    4.99%        21.78%      25.89%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ........................... $17,792       $14,084    $  3,258
 Ratios of net investment income (loss) to average net assets (b) .....   (0.90)%        5.30%       8.28%
</TABLE>

<TABLE>
<CAPTION>
                                                                            THIRD AVENUE VALUE      REAL ESTATE SECURITIES
                                                                               SUB-ACCOUNT                SUB-ACCOUNT
                                                                         March 31,   December 31,   March 31,   December 31,
                                                                        ----------- -------------- ----------- -------------
                                                                            1999        1998(g)        1999       1998(h)
                                                                        ----------- -------------- ----------- -------------
<S>                                                                     <C>         <C>            <C>         <C>
Accumulation unit value, beginning of period .......................... $  9.23     $  10.00       $  8.46     $ 10.00
 Income from operations:
  Net investment income (loss) ........................................  (0.02)       (0.05)        (0.02)      (0.05)
  Net realized and unrealized gain (loss) on investment ...............  (0.86)       (0.72)        (0.32)      (1.49)
                                                                        -------     --------       -------     -------
   Net income (loss) from operations ..................................  (0.88)       (0.77)        (0.34)      (1.54)
                                                                        -------     --------       -------     -------
Accumulation unit value, end of period ................................ $ 8.35      $  9.23        $ 8.12      $ 8.46
                                                                        =======     ========       =======     =======
Total return (a) ......................................................  (9.55)%      (7.67)%       (3.96)%    (15.44)%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ........................... $2,626      $ 2,807        $  541      $  709
 Ratios of net investment income (loss) to average net assets (b) .....  (0.90)%      (0.52)%       (0.90)%     (0.90)%
</TABLE>

* Per unit information has been computed using average units outstanding
  throughout each period.

NOTES TO FINANCIAL HIGHLIGHTS:

(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) The inception date of this Sub-Account was March 1, 1994.
(d) The inception date of this Sub-Account was January 3, 1995.
(e) The inception date of this Sub-Account was May 1, 1996.
(f) The inception date of this Sub-Account was January 2, 1997.
(g) The inception date of this Sub-Account was January 2, 1998.
(h) The inception date of this Sub-Account was May 1, 1998.

                     See notes to the financial statements.

                                       90
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                       NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                  (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.

     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, have been consistently applied
in the preparation of the Trust's financial statements. The preparation of
financial statements required management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

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 the Internal Revenue Code law, the investment
income of the Life Account, including realized and unrealized capital gains, is
not taxable to WRL. Accordingly, no provision for Federal income taxes has been
made.

NOTE 2. CHARGES AND DEDUCTIONS

     Charges are assessed by WRL in connection with 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 policy owner payments to the
sub-accounts. Thereafter, monthly administrative and cost of insurance charges
are deducted from the policies. 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 be subject to 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 .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 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
accumulation unit value used to calculate the equity value within the Life
Account. Consequently, a dividend distribution by the underlying Fund does not
change either the accumulation unit value or equity values within the Life
Account.

                                       91
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                 NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
                                 MARCH 31, 1999

NOTE 4. SECURITIES TRANSACTIONS

     Securities transactions for the period ended March 31, 1999 are as follows
(in thousands):

<TABLE>
<CAPTION>
                                              PURCHASE         PROCEEDS
SUB-ACCOUNT:                               OF SECURITIES     OF SECURITIES
- ---------------------------------------   ---------------   --------------
<S>                                       <C>               <C>
    Money Market ......................       $22,453           $12,282
    Bond ..............................         2,961             2,263
    Growth ............................        22,396             7,383
    Global ............................         9,743             2,279
    Strategic Total Return ............         1,215             1,842
    Emerging Growth ...................        12,221             5,266
    Aggressive Growth .................        11,297             3,336
    Balanced ..........................         1,152               379
    Growth & Income ...................         1,019               714
    Tactical Asset Allocation .........         1,172             1,027
    C.A.S.E. Growth ...................         1,952             1,099
    Value Equity ......................           510             2,470
    International Equity ..............         2,023             1,407
    U.S. Equity .......................         3,758               887
    Third Avenue Value ................           397               286
    Real Estate Securities ............            61               204
</TABLE>

NOTE 5. SUBSEQUENT EVENT

     Effective May 1, 1999, the names of the Life Account sub-accounts will be
changed as follows:

<TABLE>
<CAPTION>
<S>                                            <C>
    WRL J.P. Morgan Money Market               (formerly Money Market)
    WRL AEGON Bond                             (formerly Bond)
    WRL Janus Growth                           (formerly Growth)
    WRL Janus Global                           (formerly Global)
    WRL LKCM Strategic Total Return            (formerly Strategic Total Return)
    WRL VKAM Emerging Growth                   (formerly Emerging Growth)
    WRL Alger Aggressive Growth                (formerly Aggressive Growth)
    WRL AEGON Balanced                         (formerly Balanced)
    WRL Federated Growth & Income              (formerly Growth & Income)
    WRL Dean Asset Allocation                  (formerly Tactical Asset Allocation)
    WRL C.A.S.E. Growth                        (formerly C.A.S.E. Growth)
    WRL NWQ Value Equity                       (formerly Value Equity)
    WRL GE/Scottish Equitable
      International Equity                     (formerly International Equity)
    WRL GE U.S. Equity                         (formerly U.S. Equity)
    WRL Third Avenue Value                     (formerly Third Avenue Value)
    WRL J.P. Morgan Real Estate Securities     (formerly Real Estate Securities)
</TABLE>

                                       92

<PAGE>

                       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 statement of assets and liabilities and
the related statements of operations and of changes in net assets and the
financial highlights 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, 1998, the results of each of
their operations, the changes in each of their net assets and the financial
highlights for each of the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (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.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
January 29, 1999

                                       93
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF ASSETS AND LIABILITIES
                              AT DECEMBER 31, 1998
                  ALL AMOUNTS (EXCEPT UNIT VALUES) IN THOUSANDS
<TABLE>
<CAPTION>
                                                             MONEY
                                                             MARKET           BOND          GROWTH
                                                          SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>             <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................       24,472           2,150          13,310
                                                            =======         =======        ========
  Cost ...............................................      $24,472         $24,523        $423,759
                                                            =======         =======        ========
 Investment, at net asset value ......................      $24,472         $24,925        $797,795
 Transfers receivable from depositor .................          104               9             232
                                                            -------         -------        --------
  Total assets .......................................       24,576          24,934         798,027
                                                            -------         -------        --------
LIABILITIES:
 Accrued expenses ....................................            0               0               0
 Transfers payable to depositor ......................            0               0               0
                                                            -------         -------        --------
  Total liabilities ..................................            0               0               0
                                                            -------         -------        --------
  Net assets .........................................      $24,576         $24,934        $798,027
                                                            =======         =======        ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $24,576         $24,934        $798,027
 Depositor's equity ..................................            0               0               0
                                                            -------         -------        --------
  Net assets applicable to units outstanding .........      $24,576         $24,934        $798,027
                                                            =======         =======        ========
 Policy Owners' units ................................        1,460           1,090           8,668
 Depositor's units ...................................            0               0               0
                                                            -------         -------        --------
  Units outstanding ..................................        1,460           1,090           8,668
                                                            =======         =======        ========
  Accumulation unit value ............................      $ 16.83         $ 22.89        $  92.07
                                                            =======         =======        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                            STRATEGIC       EMERGING
                                                             GLOBAL       TOTAL RETURN       GROWTH
                                                          SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>             <C>              <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................         9,833           6,028           9,752
                                                            ========         =======        ========
  Cost ...............................................      $189,249         $81,865        $176,852
                                                            ========         =======        ========
 Investment, at net asset value ......................      $233,131         $98,885        $262,548
 Transfers receivable from depositor .................           125              41             117
                                                            --------         -------        --------
  Total assets .......................................       233,256          98,926         262,665
                                                            --------         -------        --------
LIABILITIES:
 Accrued expenses ....................................             0               0               0
 Transfers payable to depositor ......................             0               0               0
                                                            --------         -------        --------
  Total liabilities ..................................             0               0               0
                                                            --------         -------        --------
  Net assets .........................................      $233,256         $98,926        $262,665
                                                                             =======        ========
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $233,256         $98,926        $262,665
 Depositor's equity ..................................             0               0               0
                                                            --------         -------        --------
  Net assets applicable to units outstanding .........      $233,256         $98,926        $262,665
                                                            ========         =======        ========
 Policy Owners' units ................................        10,167           4,814           8,218
 Depositor's units ...................................             0               0               0
                                                            --------         -------        --------
  Units outstanding ..................................        10,167           4,814           8,218
                                                            ========         =======        ========
  Accumulation unit value ............................      $  22.94         $ 20.55        $  31.96
                                                            ========         =======        ========
</TABLE>

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

                                       94
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF ASSETS AND LIABILITIES
                              AT DECEMBER 31, 1998
                  ALL AMOUNTS (EXCEPT UNIT VALUES) IN THOUSANDS
<TABLE>
<CAPTION>
                                                           AGGRESSIVE                      GROWTH &
                                                             GROWTH         BALANCED        INCOME
                                                          SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>             <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................         7,923          1,185           1,306
                                                            ========        =======         =======
  Cost ...............................................      $126,802        $13,872         $16,213
                                                            ========        =======         =======
 Investment, at net asset value ......................      $177,787        $14,863         $16,036
 Transfers receivable from depositor .................            70              1              11
                                                            --------        -------         -------
  Total assets .......................................       177,857         14,864          16,047
                                                            --------        -------         -------
LIABILITIES:
 Accrued expenses ....................................             0              0               0
 Transfers payable to depositor ......................             0              0               0
                                                            --------        -------         -------
  Total liabilities ..................................             0              0               0
                                                            --------        -------         -------
  Net assets .........................................      $177,857        $14,864         $16,047
                                                            ========        =======         =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................      $177,857        $14,864         $16,047
 Depositor's equity ..................................             0              0               0
                                                            --------        -------         -------
  Net assets applicable to units outstanding .........      $177,857        $14,864         $16,047
                                                            ========        =======         =======
 Policy Owners' units ................................         6,669            990             976
 Depositor's units ...................................             0              0               0
                                                            --------        -------         -------
  Units outstanding ..................................         6,669            990             976
                                                            ========        =======         =======
  Accumulation unit value ............................      $  26.67        $ 15.02         $ 16.44
                                                            ========        =======         =======
</TABLE>
<TABLE>
<CAPTION>
                                                          TACTICAL ASSET       C.A.S.E.
                                                            ALLOCATION          GROWTH       VALUE EQUITY
                                                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>                <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          2,988            1,364           2,152
                                                                =====            =====           =====
  Cost ...............................................        $38,916          $19,242         $28,825
                                                              =======          =======         =======
 Investment, at net asset value ......................        $39,889          $17,718         $26,066
 Transfers receivable from depositor .................             15               12              17
                                                              -------          -------         -------
  Total assets .......................................         39,904           17,730          26,083
                                                              -------          -------         -------
LIABILITIES:
 Accrued expenses ....................................              0                0               0
 Transfers payable to depositor ......................              0                0               0
                                                              -------          -------         -------
  Total liabilities ..................................              0                0               0
                                                              -------          -------         -------
  Net assets .........................................        $39,904          $17,730         $26,083
                                                              =======          =======         =======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................        $39,904          $17,730         $26,083
 Depositor's equity ..................................              0                0               0
                                                              -------          -------         -------
  Net assets applicable to units outstanding .........        $39,904          $17,730         $26,083
                                                              =======          =======         =======
 Policy Owners' units ................................          2,383            1,417           1,982
 Depositor's units ...................................              0                0               0
                                                              -------          -------         -------
  Units outstanding ..................................          2,383            1,417           1,982
                                                              =======          =======         =======
  Accumulation unit value ............................        $ 16.74          $ 12.51         $ 13.16
                                                              =======          =======         =======
</TABLE>
          The notes to the financial statements are an integral part of
                                  this report.

                                       95
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF ASSETS AND LIABILITIES
                              AT DECEMBER 31, 1998
                  ALL AMOUNTS (EXCEPT UNIT VALUES) IN THOUSANDS
<TABLE>
<CAPTION>
                                                          INTERNATIONAL         U.S.        THIRD AVENUE
                                                              EQUITY           EQUITY          VALUE
                                                           SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                      <C>               <C>             <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................           483              976             302
                                                              ======          =======          ======
  Cost ...............................................        $5,705          $13,010          $2,904
                                                              ======          =======          ======
 Investment, at net asset value ......................        $5,824          $14,078          $2,801
 Transfers receivable from depositor .................             3                6               6
                                                              ------          -------          ------
  Total assets .......................................         5,827           14,084           2,807
                                                              ------          -------          ------
LIABILITIES:
 Accrued expenses ....................................             0                0               0
 Transfers payable to depositor ......................             0                0               0
                                                              ------          -------          ------
  Total liabilities ..................................             0                0               0
                                                              ------          -------          ------
  Net assets .........................................        $5,827          $14,084          $2,807
                                                              ======          =======          ======
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................        $5,827          $14,084          $2,622
 Depositor's equity ..................................             0                0             185
                                                              ------          -------          ------
  Net assets applicable to units outstanding .........        $5,827          $14,084          $2,807
                                                              ======          =======          ======
 Policy Owners' units ................................           489              919             284
 Depositor's units ...................................             0                0              20
                                                              ------          -------          ------
  Units outstanding ..................................           489              919             304
                                                              ======          =======          ======
  Accumulation unit value ............................        $11.92          $ 15.33          $ 9.23
                                                              ======          =======          ======
</TABLE>
<TABLE>
<CAPTION>
                                                          REAL ESTATE
                                                          SECURITIES
                                                          SUB-ACCOUNT
<S>                                                      <C>
ASSETS:
 Investment in WRL Series Fund, Inc.:
  Shares .............................................          83
                                                             =====
  Cost ...............................................       $ 784
                                                             =====
 Investment, at net asset value ......................       $ 708
 Transfers receivable from depositor .................           1
                                                             -----
  Total assets .......................................         709
                                                             -----
LIABILITIES:
 Accrued expenses ....................................           0
 Transfers payable to depositor ......................           0
                                                             -----
  Total liabilities ..................................           0
                                                             -----
  Net assets .........................................       $ 709
                                                             =====
NET ASSETS CONSISTS OF:
 Policy Owners' equity ...............................       $ 371
 Depositor's equity ..................................         338
                                                             -----
  Net assets applicable to units outstanding .........       $ 709
                                                             =====
 Policy Owners' units ................................          44
 Depositor's units ...................................          40
                                                             -----
  Units outstanding ..................................          84
                                                             =====
  Accumulation unit value ............................       $8.46
                                                             =====
</TABLE>
          The notes to the financial statements are an integral part of
                                  this report.

                                       96
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                            ALL AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                                 MONEY
                                                                                 MARKET           BOND          GROWTH
                                                                              SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                                          <C>             <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................       $1,113          $1,196        $  1,180
 Capital gain distributions ..............................................            0               0           5,200
                                                                                 ------          ------        --------
  Total investment income ................................................        1,113           1,196           6,380
EXPENSES:
 Mortality and expense risk ..............................................          194             194           5,277
                                                                                 ------          ------        --------
  Net investment income (loss) ...........................................          919           1,002           1,103
                                                                                 ------          ------        --------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ..................            0             642          12,232
  Change in unrealized appreciation (depreciation) .......................            0              71         283,227
                                                                                 ------          ------        --------
  Net gain (loss) on investment securities ...............................            0             713         295,459
                                                                                 ------          ------        --------
   Net increase (decrease) in net assets resulting from operations .......       $  919          $1,715        $296,562
                                                                                 ======          ======        ========
</TABLE>
<TABLE>
<CAPTION>
                                                                                                STRATEGIC       EMERGING
                                                                                 GLOBAL       TOTAL RETURN       GROWTH
                                                                              SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                                          <C>             <C>              <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $ 1,092          $2,240          $     0
 Capital gain distributions ..............................................        8,026           1,844            8,683
                                                                                -------          ------          -------
  Total investment income ................................................        9,118           4,084            8,683
EXPENSES:
 Mortality and expense risk ..............................................        1,693             800            1,789
                                                                                -------          ------          -------
  Net investment income (loss) ...........................................        7,425           3,284            6,894
                                                                                -------          ------          -------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ..................        3,529           1,097            4,995
  Change in unrealized appreciation (depreciation) .......................       34,898           3,250           54,519
                                                                                -------          ------          -------
  Net gain (loss) on investment securities ...............................       38,427           4,347           59,514
                                                                                -------          ------          -------
   Net increase (decrease) in net assets resulting from operations .......      $45,852          $7,631          $66,408
                                                                                =======          ======          =======
</TABLE>

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

                                       97
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                            ALL AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                               AGGRESSIVE
                                                                                 GROWTH         BALANCED      GROWTH & INCOME
                                                                              SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT
<S>                                                                          <C>             <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................      $   356           $329            $  651
 Capital gain distributions ..............................................        8,627             13               112
                                                                                -------           ----            ------
  Total investment income ................................................        8,983            342               763
EXPENSES:
 Mortality and expense risk ..............................................        1,132            115               119
                                                                                -------           ----            ------
  Net investment income (loss) ...........................................        7,851            227               644
                                                                                -------           ----            ------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ..................        2,395            262               390
  Change in unrealized appreciation (depreciation) .......................       41,953            314              (659)
                                                                                -------           ----            ------
  Net gain (loss) on investment securities ...............................       44,348            576              (269)
                                                                                -------           ----            ------
   Net increase (decrease) in net assets resulting from operations .......      $52,199           $803            $  375
                                                                                =======           ====            ======
</TABLE>
<TABLE>
<CAPTION>
                                                                           TACTICAL ASSET     C.A.S.E.
                                                                             ALLOCATION        GROWTH       VALUE EQUITY
                                                                             SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
<S>                                                                       <C>              <C>             <C>
INVESTMENT INCOME:
 Dividend income .......................................................      $  1,115       $  1,514        $    530
 Capital gain distributions ............................................         2,619             90           1,755
                                                                              --------       --------        --------
  Total investment income ..............................................         3,734          1,604           2,285
EXPENSES:
 Mortality and expense risk ............................................           315            129             264
                                                                              --------       --------        --------
  Net investment income (loss) .........................................         3,419          1,475           2,021
                                                                              --------       --------        --------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ................           429            175           1,254
  Change in unrealized appreciation (depreciation) .....................        (1,516)        (1,289)         (5,937)
                                                                              --------       --------        --------
  Net gain (loss) on investment securities .............................        (1,087)        (1,114)         (4,683)
                                                                              --------       --------        --------
   Net increase (decrease) in net assets resulting from operations .....      $  2,332       $    361        $ (2,662)
                                                                              ========       ========        ========
</TABLE>

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

                                       98
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                            ALL AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                              INTERNATIONAL         U.S.         THIRD AVENUE
                                                                                  EQUITY        EQUITY BOND         VALUE
                                                                               SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT(A)
<S>                                                                          <C>               <C>             <C>
INVESTMENT INCOME:
 Dividend income .........................................................        $   3            $  413          $    8
 Capital gain distributions ..............................................            0                94               0
                                                                                  -----            ------          ------
  Total investment income ................................................            3               507               8
EXPENSES:
 Mortality and expense risk ..............................................           35                73              19
                                                                                  -----            ------          ------
  Net investment income (loss) ...........................................          (32)              434             (11)
                                                                                  -----            ------          ------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ..................          147               358             (39)
  Change in unrealized appreciation (depreciation) .......................          222             1,053            (103)
                                                                                  -----            ------          ------
  Net gain (loss) on investment securities ...............................          369             1,411            (142)
                                                                                  -----            ------          ------
   Net increase (decrease) in net assets resulting from operations .......        $ 337            $1,845          $ (153)
                                                                                  =====            ======          ======
</TABLE>
<TABLE>
<CAPTION>
                                                                           REAL ESTATE
                                                                            SECURITIES
                                                                          SUB-ACCOUNT(B)
<S>                                                                      <C>
INVESTMENT INCOME:
 Dividend income .......................................................     $    0
 Capital gain distributions ............................................          0
                                                                             ------
  Total investment income ..............................................          0
EXPENSES:
 Mortality and expense risk ............................................          4
                                                                             ------
  Net investment income (loss) .........................................         (4)
                                                                             -------
NET REALIZED AND UNREALIZED GAIN (LOSS):
  Net realized gain (loss) from securities transactions ................        (36)
  Change in unrealized appreciation (depreciation) .....................        (76)
                                                                             ------
  Net gain (loss) on investment securities .............................       (112)
                                                                             ------
   Net increase (decrease) in net assets resulting from operations .....     $ (116)
                                                                             ======
</TABLE>
(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.

                                       99
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF CHANGES IN NET ASSETS
                               FOR THE YEAR ENDED
                            ALL AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                              MONEY MARKET
                                                                               SUB-ACCOUNT
                                                                              December 31,
                                                                         -----------------------
                                                                             1998        1997
                                                                         ------------ ----------
<S>                                                                      <C>          <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $      919   $    639
 Net gain (loss) on investment securities ..............................           0          0
                                                                          ----------   --------
 Net increase (decrease) in net assets resulting from operations .......         919        639
                                                                          ----------   --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................      12,763      7,719
                                                                          ----------   --------
 Less cost of units redeemed:
  Administrative charges ...............................................       3,123      3,108
  Policy loans .........................................................       1,163        687
  Surrender benefits ...................................................       1,250        854
  Death benefits .......................................................          10          9
                                                                          ----------   --------
                                                                               5,546      4,658
                                                                          ----------   --------
  Increase (decrease) in net assets from capital unit transactions .....       7,217      3,061
                                                                          ----------   --------
  Net increase (decrease) in net assets ................................       8,136      3,700
 Depositor's equity contribution (redemption) ..........................           0          0
NET ASSETS:
 Beginning of year .....................................................      16,440     12,740
                                                                          ----------   --------
 End of year ...........................................................  $   24,576   $ 16,440
                                                                          ==========   ========
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................       1,020        825
 Units issued ..........................................................      11,339      9,509
 Units redeemed ........................................................     (10,899)    (9,314)
                                                                          ----------   --------
 Units outstanding - end of year .......................................       1,460      1,020
                                                                          ==========   ========

<CAPTION>
                                                                                  BOND                   GROWTH
                                                                              SUB-ACCOUNT             SUB-ACCOUNT
                                                                              December 31,            December 31,
                                                                         ---------------------- ------------------------
                                                                             1998       1997        1998        1997
                                                                         ----------- ---------- ----------- ------------
<S>                                                                      <C>         <C>        <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................   $ 1,002    $   661    $  1,103     $ 44,206
 Net gain (loss) on investment securities ..............................       713        418     295,459       15,238
                                                                           -------    -------    --------     --------
 Net increase (decrease) in net assets resulting from operations .......     1,715      1,079     296,562       59,444
                                                                           -------    -------    --------     --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................     9,472      7,506     140,684      106,236
                                                                           -------    -------    --------     --------
 Less cost of units redeemed:
  Administrative charges ...............................................     2,292      1,633      44,910       37,231
  Policy loans .........................................................       594        428      18,083       11,212
  Surrender benefits ...................................................       865        437      22,312       15,746
  Death benefits .......................................................       159         15       4,185          711
                                                                           -------    -------    --------     --------
                                                                             3,910      2,513      89,490       64,900
                                                                           -------    -------    --------     --------
  Increase (decrease) in net assets from capital unit transactions .....     5,562      4,993      51,194       41,336
                                                                           -------    -------    --------     --------
  Net increase (decrease) in net assets ................................     7,277      6,072     347,756      100,780
 Depositor's equity contribution (redemption) ..........................         0          0           0            0
NET ASSETS:
 Beginning of year .....................................................    17,657     11,585     450,271      349,491
                                                                           -------    -------    --------     --------
 End of year ...........................................................   $24,934    $17,657    $798,027     $450,271
                                                                           =======    =======    ========     ========
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................       836        593       7,972        7,208
 Units issued ..........................................................     1,030        568       2,967        2,877
 Units redeemed ........................................................      (776)      (325)     (2,271)      (2,113)
                                                                           -------    -------    --------     --------
 Units outstanding - end of year .......................................     1,090        836       8,668        7,972
                                                                           =======    =======    ========     ========
</TABLE>
<TABLE>
<CAPTION>
                                                                                  GLOBAL
                                                                               SUB-ACCOUNT
                                                                               December 31,
                                                                         ------------------------
                                                                             1998        1997
                                                                         ----------- ------------
<S>                                                                      <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $  7,425     $ 15,859
 Net gain (loss) on investment securities ..............................    38,427          805
                                                                          --------     --------
 Net increase (decrease) in net assets resulting from operations .......    45,852       16,664
                                                                          --------     --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................    72,962       64,272
                                                                          --------     --------
 Less cost of units redeemed:
  Administrative charges ...............................................    19,369       12,590
  Policy loans .........................................................     4,953        2,948
  Surrender benefits ...................................................     5,662        3,391
  Death benefits .......................................................       591          149
                                                                          --------     --------
                                                                            30,575       19,078
                                                                          --------     --------
  Increase (decrease) in net assets from capital unit transactions .....    42,387       45,194
                                                                          --------     --------
  Net increase (decrease) in net assets ................................    88,239       61,858
 Depositor's equity contribution (redemption) ..........................         0            0
NET ASSETS:
 Beginning of year .....................................................   145,017       83,159
                                                                          --------     --------
 End of year ...........................................................  $233,256     $145,017
                                                                          ========     ========
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................     8,145        5,497
 Units issued ..........................................................     5,610        5,205
 Units redeemed ........................................................    (3,588)      (2,557)
                                                                          --------     --------
 Units outstanding - end of year .......................................    10,167        8,145
                                                                          ========     ========

<CAPTION>
                                                                                STRATEGIC
                                                                              TOTAL RETURN           EMERGING GROWTH
                                                                               SUB-ACCOUNT             SUB-ACCOUNT
                                                                              December 31,             December 31,
                                                                         ----------------------- ------------------------
                                                                             1998        1997        1998        1997
                                                                         ----------- ----------- ----------- ------------
<S>                                                                      <C>         <C>         <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $  3,284    $  6,101    $  6,894     $ 13,841
 Net gain (loss) on investment securities ..............................     4,347       6,521      59,514       10,932
                                                                          --------    --------    --------     --------
 Net increase (decrease) in net assets resulting from operations .......     7,631      12,622      66,408       24,773
                                                                          --------    --------    --------     --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................    24,191      22,072      64,824       54,392
                                                                          --------    --------    --------     --------
 Less cost of units redeemed:
  Administrative charges ...............................................     7,696       6,025      19,612       14,518
  Policy loans .........................................................     2,319       1,624       5,601        3,692
  Surrender benefits ...................................................     2,587       2,044       7,688        3,986
  Death benefits .......................................................     1,047         148         368          192
                                                                          --------    --------    --------     --------
                                                                            13,649       9,841      33,269       22,388
                                                                          --------    --------    --------     --------
  Increase (decrease) in net assets from capital unit transactions .....    10,542      12,231      31,555       32,004
                                                                          --------    --------    --------     --------
  Net increase (decrease) in net assets ................................    18,173      24,853      97,963       56,777
 Depositor's equity contribution (redemption) ..........................         0           0           0            0
NET ASSETS:
 Beginning of year .....................................................    80,753      55,900     164,702      107,925
                                                                          --------    --------    --------     --------
 End of year ...........................................................  $ 98,926    $ 80,753    $262,665     $164,702
                                                                          ========    ========    ========     ========
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................     4,270       3,570       7,013        5,532
 Units issued ..........................................................     1,946       1,809       4,099        4,085
 Units redeemed ........................................................    (1,402)     (1,109)     (2,894)      (2,604)
                                                                          --------    --------    --------     --------
 Units outstanding - end of year .......................................     4,814       4,270       8,218        7,013
                                                                          ========    ========    ========     ========
</TABLE>
          The notes to the financial statements are an integral part of
                                  this report.

                                       100
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF CHANGES IN NET ASSETS
                               FOR THE YEAR ENDED
                            ALL AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                            AGGRESSIVE GROWTH
                                                                               SUB-ACCOUNT
                                                                              December 31,
                                                                         -----------------------
                                                                             1998        1997
                                                                         ----------- -----------
<S>                                                                      <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $  7,851    $  7,795
 Net gain (loss) on investment securities ..............................    44,348       6,524
                                                                          --------    --------
 Net increase (decrease) in net assets resulting from operations .......    52,199      14,319
                                                                          --------    --------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................    53,159      40,282
                                                                          --------    --------
 Less cost of units redeemed:
  Administrative charges ...............................................    13,960       9,888
  Policy loans .........................................................     3,522       1,926
  Surrender benefits ...................................................     4,423       2,485
  Death benefits .......................................................       248          58
                                                                          --------    --------
                                                                            22,153      14,357
                                                                          --------    --------
  Increase (decrease) in net assets from capital unit transactions .....    31,006      25,925
                                                                          --------    --------
  Net increase (decrease) in net assets ................................    83,205      40,244
 Depositor's equity contribution (redemption) ..........................         0           0
NET ASSETS:
 Beginning of year .....................................................    94,652      54,408
                                                                          --------    --------
 End of year ...........................................................  $177,857    $ 94,652
                                                                          ========    ========
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................     5,230       3,702
 Units issued ..........................................................     3,797       3,540
 Units redeemed ........................................................    (2,358)     (2,012)
                                                                          --------    --------
 Units outstanding - end of year .......................................     6,669       5,230
                                                                          ========    ========

<CAPTION>
                                                                               BALANCED           GROWTH & INCOME
                                                                              SUB-ACCOUNT           SUB-ACCOUNT
                                                                             December 31,          December 31,
                                                                         --------------------- ---------------------
                                                                            1998       1997        1998       1997
                                                                         ---------- ---------- ----------- ---------
<S>                                                                      <C>        <C>        <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $   227    $   992     $   644    $1,214
 Net gain (loss) on investment securities ..............................      576        226        (269)      283
                                                                          -------    -------     -------    ------
 Net increase (decrease) in net assets resulting from operations .......      803      1,218         375     1,497
                                                                          -------    -------     -------    ------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................    5,658      4,373       8,963     3,232
                                                                          -------    -------     -------    ------
 Less cost of units redeemed:
  Administrative charges ...............................................    1,423        958       1,633       733
  Policy loans .........................................................      279        179         218       163
  Surrender benefits ...................................................      596        153         431       260
  Death benefits .......................................................       15          3          72        11
                                                                          -------    -------     -------    ------
                                                                            2,313      1,293       2,354     1,167
                                                                          -------    -------     -------    ------
  Increase (decrease) in net assets from capital unit transactions .....    3,345      3,080       6,609     2,065
                                                                          -------    -------     -------    ------
  Net increase (decrease) in net assets ................................    4,148      4,298       6,984     3,562
 Depositor's equity contribution (redemption) ..........................        0          0           0         0
NET ASSETS:
 Beginning of year .....................................................   10,716      6,418       9,063     5,501
                                                                          -------    -------     -------    ------
 End of year ...........................................................  $14,864    $10,716     $16,047    $9,063
                                                                          =======    =======     =======    ======
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................      756        526         563       422
 Units issued ..........................................................      578        472         966       352
 Units redeemed ........................................................     (344)      (242)       (553)     (211)
                                                                          -------    -------     -------    ------
 Units outstanding - end of year .......................................      990        756         976       563
                                                                          =======    =======     =======    ======
</TABLE>
<TABLE>
<CAPTION>
                                                                             TACTICAL ASSET
                                                                               ALLOCATION
                                                                               SUB-ACCOUNT
                                                                              December 31,
                                                                         -----------------------
                                                                             1998        1997
                                                                         ----------- -----------
<S>                                                                      <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $  3,419     $ 1,913
 Net gain (loss) on investment securities ..............................    (1,087)      1,362
                                                                          --------     -------
 Net increase (decrease) in net assets resulting from operations .......     2,332       3,275
                                                                          --------     -------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................    13,703      11,386
                                                                          --------     -------
 Less cost of units redeemed:
  Administrative charges ...............................................     3,421       2,219
  Policy loans .........................................................       748         463
  Surrender benefits ...................................................       925         742
  Death benefits .......................................................       160          60
                                                                          --------     -------
                                                                             5,254       3,484
                                                                          --------     -------
  Increase (decrease) in net assets from capital unit transactions .....     8,449       7,902
                                                                          --------     -------
  Net increase (decrease) in net assets ................................    10,781      11,177
 Depositor's equity contribution (redemption) ..........................         0           0
NET ASSETS:
 Beginning of year .....................................................    29,123      17,946
                                                                          --------     -------
 End of year ...........................................................  $ 39,904     $29,123
                                                                          ========     =======
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................     1,867       1,330
 Units issued ..........................................................     1,377       1,163
 Units redeemed ........................................................      (861)       (626)
                                                                          --------     -------
 Units outstanding - end of year .......................................     2,383       1,867
                                                                          ========     =======

<CAPTION>
                                                                             C.A.S.E. GROWTH          VALUE EQUITY
                                                                               SUB-ACCOUNT             SUB-ACCOUNT
                                                                              December 31,            December 31,
                                                                         ----------------------- -----------------------
                                                                             1998        1997        1998        1997
                                                                         ----------- ----------- ----------- -----------
<S>                                                                      <C>         <C>         <C>         <C>
OPERATIONS:
 Net investment income (loss) ..........................................  $  1,475     $   994    $  2,021     $   183
 Net gain (loss) on investment securities ..............................    (1,114)       (252)     (4,683)      3,038
                                                                          --------     -------    --------     -------
 Net increase (decrease) in net assets resulting from operations .......       361         742      (2,662)      3,221
                                                                          --------     -------    --------     -------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) ................................     8,731       8,029       6,086      17,023
                                                                          --------     -------    --------     -------
 Less cost of units redeemed:
  Administrative charges ...............................................     2,433         970       2,846       1,257
  Policy loans .........................................................       520         146         643         542
  Surrender benefits ...................................................       295         144         401         388
  Death benefits .......................................................        60           6         165           0
                                                                          --------     -------    --------     -------
                                                                             3,308       1,266       4,055       2,187
                                                                          --------     -------    --------     -------
  Increase (decrease) in net assets from capital unit transactions .....     5,423       6,763       2,031      14,836
                                                                          --------     -------    --------     -------
  Net increase (decrease) in net assets ................................     5,784       7,505        (631)     18,057
 Depositor's equity contribution (redemption) ..........................         0         (25)          0        (230)
NET ASSETS:
 Beginning of year .....................................................    11,946       4,466      26,714       8,887
                                                                          --------     -------    --------     -------
 End of year ...........................................................  $ 17,730     $11,946    $ 26,083     $26,714
                                                                          ========     =======    ========     =======
UNIT ACTIVITY:
 Units outstanding - beginning of year .................................       969         413       1,916         790
 Units issued ..........................................................     1,317         931       1,748       1,772
 Units redeemed ........................................................      (869)       (375)     (1,682)       (646)
                                                                          --------     -------    --------     -------
 Units outstanding - end of year .......................................     1,417         969       1,982       1,916
                                                                          ========     =======    ========     =======
</TABLE>

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

                                       101
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                       STATEMENT OF CHANGES IN NET ASSETS
                               FOR THE YEAR ENDED
                            ALL AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                      INTERNATIONAL EQUITY      U.S. EQUITY
                                                                           SUB-ACCOUNT          SUB-ACCOUNT
                                                                          December 31,          December 31,
                                                                      --------------------- --------------------
                                                                         1998      1997(a)     1998     1997(a)
                                                                      ---------- ---------- ---------- ---------
<S>                                                                   <C>        <C>        <C>        <C>
OPERATIONS:
 Net investment income (loss) .......................................   $  (32)    $   (4)   $   434    $  107
 Net gain (loss) on investment
  securities ........................................................      369         31      1,411        96
                                                                        ------     ------    -------    ------
 Net increase (decrease) in net assets resulting from operations.....      337         27      1,845       203
                                                                        ------     ------    -------    ------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) .............................    3,972      2,458     10,178     3,208
                                                                        ------     ------    -------    ------
 Less cost of units redeemed:
  Administrative charges ............................................      433        117        862        91
  Policy loans ......................................................      196         59        159        56
  Surrender benefits ................................................       35         14        113         9
  Death benefits ....................................................      107          0         63         0
                                                                        ------     ------    -------    ------
                                                                           771        190      1,197       156
                                                                        ------     ------    -------    ------
  Increase (decrease) in net assets from capital
   unit transactions ................................................    3,201      2,268      8,981     3,052
                                                                        ------     ------    -------    ------
  Net increase (decrease) in net assets .............................    3,538      2,295     10,826     3,255
 Depositor's equity contribution (redemption) .......................        0         (6)         0         3
NET ASSETS:
 Beginning of year ..................................................    2,289          0      3,258         0
                                                                        ------     ------    -------    ------
 End of year ........................................................   $5,827     $2,289    $14,084    $3,258
                                                                        ======     ======    =======    ======
UNIT ACTIVITY:
 Units outstanding - beginning of year ..............................      215          0        259         0
 Units issued .......................................................      767        484      1,266       393
 Units redeemed .....................................................     (493)      (269)      (606)     (134)
                                                                        ------     ------    -------    ------
 Units outstanding - end of year ....................................      489        215        919       259
                                                                        ======     ======    =======    ======



<CAPTION>
                                                                       THIRD AVENUE   REAL ESTATE
                                                                           VALUE       SECURITIES
                                                                        SUB-ACCOUNT   SUB-ACCOUNT
                                                                       December 31,   December 31,
                                                                          1998(b)       1998(c)
                                                                      -------------- -------------
<S>                                                                   <C>            <C>
OPERATIONS:
 Net investment income (loss) .......................................     $  (11)       $    (4)
 Net gain (loss) on investment
  securities ........................................................       (142)          (112)
                                                                          ------        -------
 Net increase (decrease) in net assets resulting from operations.....       (153)          (116)
                                                                          ------        -------
CAPITAL UNIT TRANSACTIONS:
 Proceeds from units sold (transferred) .............................      2,932            472
                                                                          ------        -------
 Less cost of units redeemed:
  Administrative charges ............................................        138              4
  Policy loans ......................................................          8             43
  Surrender benefits ................................................         26              0
  Death benefits ....................................................          0              0
                                                                          ------        -------
                                                                             172             47
                                                                          ------        -------
  Increase (decrease) in net assets from capital
   unit transactions ................................................      2,760            425
                                                                          ------        -------
  Net increase (decrease) in net assets .............................      2,607            309
 Depositor's equity contribution (redemption) .......................        200            400
NET ASSETS:
 Beginning of year ..................................................          0              0
                                                                          ------        -------
 End of year ........................................................     $2,807        $   709
                                                                          ======        =======
UNIT ACTIVITY:
 Units outstanding - beginning of year ..............................          0              0
 Units issued .......................................................        495            113
 Units redeemed .....................................................       (191)           (29)
                                                                          ------        -------
 Units outstanding - end of year ....................................        304             84
                                                                          ======        =======
</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.

                                       102
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                              FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED
<TABLE>
<CAPTION>
                                                                           MONEY MARKET SUB-ACCOUNT
                                                                                December 31,
                                                                           -----------------------
                                                                               1998        1997
                                                                           ----------- -----------
<S>                                                                        <C>         <C>
Accumulation unit value, beginning of year ...............................   $ 16.13     $ 15.45
 Income from operations:
  Net investment income (loss) ...........................................      0.70        0.68
  Net realized and unrealized gain (loss) on investment ..................      0.00        0.00
                                                                             -------     -------
   Net income (loss) from operations .....................................      0.70        0.68
                                                                             -------     -------
Accumulation unit value, end of year .....................................   $ 16.83     $ 16.13
                                                                             =======     =======
Total return (a) .........................................................      4.36%       4.37%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................   $24,576     $16,440
 Ratios of net investment income (loss) to average net assets (b) ........      4.24%       4.28%

<CAPTION>
                                                                                MONEY MARKET SUB-ACCOUNT
                                                                                      December 31,
                                                                           -----------------------------------
                                                                               1996        1995        1994
                                                                           ----------- ----------- -----------
<S>                                                                        <C>         <C>         <C>
Accumulation unit value, beginning of year ...............................   $ 14.83     $ 14.19     $ 13.84
 Income from operations:
  Net investment income (loss) ...........................................      0.62        0.64        0.35
  Net realized and unrealized gain (loss) on investment ..................      0.00        0.00        0.00
                                                                             -------     -------     -------
   Net income (loss) from operations .....................................      0.62        0.64        0.35
                                                                             -------     -------     -------
Accumulation unit value, end of year .....................................   $ 15.45     $ 14.83     $ 14.19
                                                                             =======     =======     =======
Total return (a) .........................................................      4.17%       4.49%       2.58%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................   $12,740     $10,759     $ 9,706
 Ratios of net investment income (loss) to average net assets (b) ........      4.07%       4.37%       2.66%
</TABLE>
<TABLE>
<CAPTION>
                                                                           BOND SUB-ACCOUNT
                                                                             December 31,
                                                                        -----------------------
                                                                            1998        1997
                                                                        ----------- -----------
<S>                                                                     <C>         <C>
Accumulation unit value, beginning of year ............................   $ 21.12     $ 19.53
 Income from operations:
  Net investment income (loss) ........................................      1.01        1.01
  Net realized and unrealized gain (loss) on investment ...............      0.76        0.58
                                                                          -------     -------
   Net income (loss) from operations ..................................      1.77        1.59
                                                                          -------     -------
Accumulation unit value, end of year ..................................   $ 22.89     $ 21.12
                                                                          =======     =======
Total return (a) ......................................................      8.34%       8.18%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $24,934     $17,657
 Ratios of net investment income (loss) to average net assets (b) .....      4.58%       5.06%



<CAPTION>
                                                                                 BOND SUB-ACCOUNT
                                                                                   December 31,
                                                                        -----------------------------------
                                                                            1996        1995        1994
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of year ............................  $  19.67     $ 16.14    $   17.50
 Income from operations:
  Net investment income (loss) ........................................      0.99        1.05         0.89
  Net realized and unrealized gain (loss) on investment ...............     (1.13)       2.48        (2.25)
                                                                         --------     -------    ---------
   Net income (loss) from operations ..................................     (0.14)       3.53        (1.36)
                                                                         --------     -------    ---------
Accumulation unit value, end of year ..................................  $  19.53     $ 19.67    $   16.14
                                                                         ========     =======    =========
Total return (a) ......................................................     (0.75)%     21.89%       (7.77)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................  $ 11,585     $10,066    $   6,259
 Ratios of net investment income (loss) to average net assets (b) .....      5.34%       5.80%        5.57%
</TABLE>
<TABLE>
<CAPTION>
                                                                           GROWTH SUB-ACCOUNT
                                                                              December 31,
                                                                        -------------------------
                                                                            1998         1997
                                                                        ------------ ------------
<S>                                                                     <C>          <C>
Accumulation unit value, beginning of year ............................   $  56.48     $  48.48
 Income from operations:
  Net investment income (loss) ........................................       0.13         5.83
  Net realized and unrealized gain (loss) on investment ...............      35.46         2.17
                                                                          --------     --------
   Net income (loss) from operations ..................................      35.59         8.00
                                                                          --------     --------
Accumulation unit value, end of year ..................................   $  92.07     $  56.48
                                                                          ========     ========
Total return (a) ......................................................      63.01%       16.50%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $798,027     $450,271
 Ratios of net investment income (loss) to average net assets (b) .....       0.19%       10.84%

<CAPTION>
                                                                                  GROWTH SUB-ACCOUNT
                                                                                     December 31,
                                                                        --------------------------------------
                                                                            1996         1995         1994
                                                                        ------------ ------------ ------------
<S>                                                                     <C>          <C>          <C>
Accumulation unit value, beginning of year ............................   $  41.47     $  28.44     $  31.30
 Income from operations:
  Net investment income (loss) ........................................       2.88         3.89         0.04
  Net realized and unrealized gain (loss) on investment ...............       4.13         9.14        (2.90)
                                                                          --------     --------     --------
   Net income (loss) from operations ..................................       7.01        13.03        (2.86)
                                                                          --------     --------     --------
Accumulation unit value, end of year ..................................   $  48.48     $  41.47     $  28.44
                                                                          ========     ========     ========
Total return (a) ......................................................      16.91%       45.81%       (9.13)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $349,491     $262,467     $161,490
 Ratios of net investment income (loss) to average net assets (b) .....       6.41%       11.05%        0.16%
</TABLE>

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

                                       103
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                              FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED

<TABLE>
<CAPTION>
                                                                                           GLOBAL SUB-ACCOUNT
                                                                                              December 31,
                                                                      ------------------------------------------------------------
                                                                          1998         1997         1996        1995      1994(c)
                                                                      ------------ ------------ ----------- ----------- ----------
<S>                                                                   <C>          <C>          <C>         <C>         <C>
Accumulation unit value, beginning of year ..........................   $  17.80     $  15.13     $ 11.95     $  9.80    $  10.00
 Income from operations:
  Net investment income (loss) ......................................       0.82         2.30        1.50        0.45        0.71
  Net realized and unrealized gain (loss) on investment .............       4.32         0.37        1.68        1.70       (0.91)
                                                                        --------     --------     -------     -------    --------
   Net income (loss) from operations ................................       5.14         2.67        3.18        2.15       (0.20)
                                                                        --------     --------     -------     -------    --------
Accumulation unit value, end of year ................................   $  22.94     $  17.80     $ 15.13     $ 11.95    $   9.80
                                                                        ========     ========     =======     =======    ========
Total return (a) ....................................................      28.86%       17.69%      26.60%      21.96%     (2.02)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ...........................   $233,256     $145,017     $83,159     $37,049    $ 21,672
 Ratios of net investment income (loss) to average net assets (b) ...       3.92%       13.39%      11.09%       4.25%       8.86%
</TABLE>
<TABLE>
<CAPTION>
                                                                        STRATEGIC TOTAL RETURN
                                                                              SUB-ACCOUNT
                                                                             December 31,
                                                                        -----------------------
                                                                            1998        1997
                                                                        ----------- -----------
<S>                                                                     <C>         <C>
Accumulation unit value, beginning of year ............................   $ 18.91     $ 15.66
 Income from operations:
  Net investment income (loss) ........................................      0.71        1.56
  Net realized and unrealized gain (loss) on investment ...............      0.93        1.69
                                                                          -------     -------
   Net income (loss) from operations ..................................      1.64        3.25
                                                                          -------     -------
Accumulation unit value, end of year ..................................   $ 20.55     $ 18.91
                                                                          =======     =======
Total return (a) ......................................................      8.66%      20.77%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $98,926     $80,753
 Ratios of net investment income (loss) to average net assets (b) .....      3.67%       8.89%



<CAPTION>
                                                                        STRATEGIC TOTAL RETURN SUB-ACCOUNT
                                                                                   December 31,
                                                                        -----------------------------------
                                                                            1996        1995        1994
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of year ............................   $ 13.74     $ 11.12    $  11.28
 Income from operations:
  Net investment income (loss) ........................................      0.82        0.68        0.18
  Net realized and unrealized gain (loss) on investment ...............      1.10        1.94       (0.34)
                                                                          -------     -------    --------
   Net income (loss) from operations ..................................      1.92        2.62       (0.16)
                                                                          -------     -------    --------
Accumulation unit value, end of year ..................................   $ 15.66     $ 13.74    $  11.12
                                                                          =======     =======    ========
Total return (a) ......................................................     13.97%      23.55%      (1.42)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $55,900     $39,648    $ 23,649
 Ratios of net investment income (loss) to average net assets (b) .....      5.76%       5.47%       1.93%
</TABLE>
<TABLE>
<CAPTION>
                                                                           EMERGING GROWTH
                                                                             SUB-ACCOUNT
                                                                            December 31,
                                                                      -------------------------
                                                                          1998         1997
                                                                      ------------ ------------
<S>                                                                   <C>          <C>
Accumulation unit value, beginning of year ..........................   $  23.48     $  19.51
 Income from operations:
  Net investment income (loss) ......................................       0.91         2.20
  Net realized and unrealized gain (loss) on investment .............       7.57         1.77
                                                                        --------     --------
   Net income (loss) from operations ................................       8.48         3.97
                                                                        --------     --------
Accumulation unit value, end of year ................................   $  31.96     $  23.48
                                                                        ========     ========
Total return (a) ....................................................      36.11%       20.37%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ...........................   $262,665     $164,702
 Ratios of net investment income (loss) to average net assets (b) ...       3.44%       10.18%

<CAPTION>
                                                                          EMERGING GROWTH SUB-ACCOUNT
                                                                                  December 31,
                                                                      ------------------------------------
                                                                          1996         1995        1994
                                                                      ------------ ----------- -----------
<S>                                                                   <C>          <C>         <C>
Accumulation unit value, beginning of year ..........................   $  16.56     $ 11.38   $ 12.40
 Income from operations:
  Net investment income (loss) ......................................       0.82        0.65     (0.09)
  Net realized and unrealized gain (loss) on investment .............       2.13        4.53     (0.93)
                                                                        --------     -------   -------
   Net income (loss) from operations ................................       2.95        5.18     (1.02)
                                                                        --------     -------   -------
Accumulation unit value, end of year ................................   $  19.51     $ 16.56   $ 11.38
                                                                        ========     =======   =======
Total return (a) ....................................................      17.82%      45.49%    (8.18)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ...........................   $107,925     $67,905   $36,687
 Ratios of net investment income (loss) to average net assets (b) ...       4.51%       4.66%    (0.86)%
</TABLE>
          The notes to the financial statements are an integral part of
                                  this report.

                                       104
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                              FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED

<TABLE>
<CAPTION>
                                                                           AGGRESSIVE GROWTH
                                                                              SUB-ACCOUNT
                                                                              December 31,
                                                                        ------------------------
                                                                            1998         1997
                                                                        ------------ -----------
<S>                                                                     <C>          <C>
Accumulation unit value, beginning of year ............................   $  18.10     $ 14.70
 Income from operations:
  Net investment income (loss) ........................................       1.33        1.75
  Net realized and unrealized gain (loss) on investment ...............       7.24        1.65
                                                                          --------     -------
   Net income (loss) from operations ..................................       8.57        3.40
                                                                          --------     -------
Accumulation unit value, end of year ..................................   $  26.67     $ 18.10
                                                                          ========     =======
Total return (a) ......................................................      47.36%      23.14%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $177,857     $94,652
 Ratios of net investment income (loss) to average net assets (b) .....       6.20%      10.26%


<CAPTION>
                                                                           AGGRESSIVE GROWTH SUB-ACCOUNT
                                                                                   December 31,
                                                                        -----------------------------------
                                                                            1996        1995      1994(c)
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of year ............................   $ 13.43     $  9.82   $10.00
 Income from operations:
  Net investment income (loss) ........................................      0.36        0.37    (0.06)
  Net realized and unrealized gain (loss) on investment ...............      0.91        3.24    (0.12)
                                                                          -------     -------   ------
   Net income (loss) from operations ..................................      1.27        3.61    (0.18)
                                                                          -------     -------   ------
Accumulation unit value, end of year ..................................   $ 14.70     $ 13.43   $ 9.82
                                                                          =======     =======   ======
Total return (a) ......................................................      9.46%      36.79%   (1.85)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $54,408     $32,904   $8,909
 Ratios of net investment income (loss) to average net assets (b) .....      2.65%       2.93%   (0.72)%
</TABLE>
<TABLE>
<CAPTION>
                                                                         BALANCED SUB-ACCOUNT
                                                                             December 31,
                                                                        -----------------------
                                                                            1998        1997
                                                                        ----------- -----------
<S>                                                                     <C>         <C>
Accumulation unit value, beginning of year ............................   $ 14.17     $ 12.21
 Income from operations:
  Net investment income (loss) ........................................      0.25        1.55
  Net realized and unrealized gain (loss) on investment ...............      0.60        0.41
                                                                          -------     -------
   Net income (loss) from operations ..................................      0.85        1.96
                                                                          -------     -------
Accumulation unit value, end of year ..................................   $ 15.02     $ 14.17
                                                                          =======     =======
Total return (a) ......................................................      5.98%      16.06%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $14,864     $10,716
 Ratios of net investment income (loss) to average net assets (b) .....      1.76%      11.62%



<CAPTION>
                                                                               BALANCED SUB-ACCOUNT
                                                                                   December 31,
                                                                        -----------------------------------
                                                                            1996        1995      1994(c)
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of year ............................   $ 11.13    $   9.37    $   10.00
 Income from operations:
  Net investment income (loss) ........................................      0.36        0.37         0.22
  Net realized and unrealized gain (loss) on investment ...............      0.72        1.39        (0.85)
                                                                          -------    --------    ---------
   Net income (loss) from operations ..................................      1.08        1.76        (0.63)
                                                                          -------    --------    ---------
Accumulation unit value, end of year ..................................   $ 12.21    $  11.13    $    9.37
                                                                          =======    ========    =========
Total return (a) ......................................................      9.73%      18.73%       (6.29)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $ 6,418    $  3,795    $   2,145
 Ratios of net investment income (loss) to average net assets (b) .....      3.18%       3.59%        3.06%
</TABLE>
<TABLE>
<CAPTION>
                                                                            GROWTH & INCOME
                                                                              SUB-ACCOUNT
                                                                             December 31,
                                                                        -----------------------
                                                                            1998        1997
                                                                        ----------- -----------
<S>                                                                     <C>         <C>
Accumulation unit value, beginning of year ............................   $ 16.09    $  13.03
 Income from operations:
  Net investment income (loss) ........................................      0.77        2.61
  Net realized and unrealized gain (loss) on investment ...............     (0.42)       0.45
                                                                          -------    --------
   Net income (loss) from operations ..................................      0.35        3.06
                                                                          -------    --------
Accumulation unit value, end of year ..................................   $ 16.44    $  16.09
                                                                          =======    ========
Total return (a) ......................................................      2.13%      23.54%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................   $16,047    $  9,063
 Ratios of net investment income (loss) to average net assets (b) .....      4.83%      18.50%

<CAPTION>
                                                                            GROWTH & INCOME SUB-ACCOUNT
                                                                                   December 31,
                                                                        -----------------------------------
                                                                            1996        1995      1994(c)
                                                                        ----------- ----------- -----------
<S>                                                                     <C>         <C>         <C>
Accumulation unit value, beginning of year ............................  $  11.77    $   9.49    $   10.00
 Income from operations:
  Net investment income (loss) ........................................      0.76        0.49         0.29
  Net realized and unrealized gain (loss) on investment ...............      0.50        1.79        (0.80)
                                                                         --------    --------    ---------
   Net income (loss) from operations ..................................      1.26        2.28        (0.51)
                                                                         --------    --------    ---------
Accumulation unit value, end of year ..................................  $  13.03    $  11.77    $    9.49
                                                                         ========    ========    =========
Total return (a) ......................................................     10.64%      24.14%       (5.15)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) .............................  $  5,501    $  2,631    $   1,215
 Ratios of net investment income (loss) to average net assets (b) .....      6.38%       4.57%        3.71%
</TABLE>

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

                                       105
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                              FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED

<TABLE>
<CAPTION>
                                                                                TACTICAL ASSET ALLOCATION SUB-ACCOUNT
                                                                                            December 31,
                                                                           -----------------------------------------------
                                                                               1998        1997        1996      1995(d)
                                                                           ----------- ----------- ----------- -----------
<S>                                                                        <C>         <C>         <C>         <C>
Accumulation unit value, beginning of year ...............................   $ 15.60     $ 13.50     $ 11.90    $  10.00
 Income from operations:
  Net investment income (loss) ...........................................      1.58        1.20        0.53        0.61
  Net realized and unrealized gain (loss) on investment ..................     (0.44)       0.90        1.07        1.29
                                                                             -------     -------     -------    --------
   Net income (loss) from operations .....................................      1.14        2.10        1.60        1.90
                                                                             -------     -------     -------    --------
Accumulation unit value, end of year .....................................   $ 16.74     $ 15.60     $ 13.50    $  11.90
                                                                             =======     =======     =======    ========
Total return (a) .........................................................      7.36%      15.55%      13.40%      19.03%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................   $39,904     $29,123     $17,946    $  9,446
 Ratios of net investment income (loss) to average net assets (b) ........      9.69%       8.14%       4.35%       5.47%
</TABLE>
<TABLE>
<CAPTION>
                                                                                   C.A.S.E. GROWTH SUB-ACCOUNT
                                                                                          December 31,
                                                                             ---------------------------------------
                                                                                 1998          1997        1996(e)
                                                                             -----------   -----------   -----------
<S>                                                                          <C>           <C>           <C>
Accumulation unit value, beginning of year ...............................     $ 12.32       $ 10.81       $ 10.00
 Income from operations:
  Net investment income (loss) ...........................................        1.24          1.51          0.37
  Net realized and unrealized gain (loss) on investment ..................       (1.05)         0.00          0.44
                                                                               -------       -------       -------
   Net income (loss) from operations .....................................        0.19          1.51          0.81
                                                                               -------       -------       -------
Accumulation unit value, end of year .....................................     $ 12.51       $ 12.32       $ 10.81
                                                                               =======       =======       =======
Total return (a) .........................................................        1.56%        14.00%         8.09%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................     $17,730       $11,946       $ 4,466
 Ratios of net investment income (loss) to average net assets (b) ........       10.21%        12.65%         6.11%
</TABLE>
<TABLE>
<CAPTION>
                                                                                    VALUE EQUITY SUB-ACCOUNT
                                                                                          December 31,
                                                                             ---------------------------------------
                                                                                 1998          1997        1996(e)
                                                                             -----------   -----------   -----------
<S>                                                                          <C>           <C>           <C>
Accumulation unit value, beginning of year ...............................    $  13.94       $ 11.25      $  10.00
 Income from operations:
  Net investment income (loss) ...........................................        0.95          0.14          0.05
  Net realized and unrealized gain (loss) on investment ..................       (1.73)         2.55          1.20
                                                                              --------       -------      --------
   Net income (loss) from operations .....................................       (0.78)         2.69          1.25
                                                                              --------       -------      --------
Accumulation unit value, end of year .....................................    $  13.16       $ 13.94      $  11.25
                                                                              ========       =======      ========
Total return (a) .........................................................       (5.63)%       23.93%        12.51%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................    $ 26,083       $26,714      $  8,887
 Ratios of net investment income (loss) to average net assets (b) ........        6.84%         1.05%         0.77%
</TABLE>

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

                                       106
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                              FINANCIAL HIGHLIGHTS*
                               FOR THE YEAR ENDED

<TABLE>
<CAPTION>
                                                                              INTERNATIONAL EQUITY            U.S. EQUITY
                                                                                   SUB-ACCOUNT                SUB-ACCOUNT
                                                                                  December 31,               December 31,
                                                                             -----------------------   -------------------------
                                                                                1998        1997(f)        1998        1997(f)
                                                                             ----------   ----------   -----------   -----------
<S>                                                                          <C>          <C>          <C>           <C>
Accumulation unit value, beginning of year ...............................   $10.65       $10.00         $ 12.59      $  10.00
 Income from operations:
  Net investment income (loss) ...........................................    (0.09)       (0.03)           0.73          0.99
  Net realized and unrealized gain (loss) on investment ..................     1.36         0.68            2.01          1.60
                                                                             -------      -------        -------      --------
   Net income (loss) from operations .....................................     1.27         0.65            2.74          2.59
                                                                             -------      -------        -------      --------
Accumulation unit value, end of year .....................................   $11.92       $10.65         $ 15.33      $  12.59
                                                                             =======      =======        =======      ========
Total return (a) .........................................................    11.84%        6.54%          21.78%        25.89%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ................................   $5,827       $2,289         $14,084      $  3,258
 Ratios of net investment income (loss) to average net assets (b) ........    (0.81)%      (0.28)%          5.30%         8.28%
</TABLE>
<TABLE>
<CAPTION>
                                                                     THIRD AVENUE   REAL ESTATE
                                                                         VALUE       SECURITIES
                                                                      SUB-ACCOUNT   SUB-ACCOUNT
                                                                     December 31,   December 31,
                                                                        1998(g)       1998(h)
                                                                    -------------- -------------
<S>                                                                 <C>            <C>
Accumulation unit value, beginning of year .......................  $  10.00       $  10.00
 Income from operations:
  Net investment income (loss) ...................................    (0.05)         (0.05)
  Net realized and unrealized gain (loss) on investment ..........    (0.72)         (1.49)
                                                                    --------       --------
   Net income (loss) from operations .............................    (0.77)         (1.54)
                                                                    --------       --------
Accumulation unit value, end of year .............................  $  9.23        $  8.46
                                                                    ========       ========
Total return (a) .................................................    (7.67)%       (15.44)%
Ratios and supplemental data:
 Net assets at end of year (in thousands) ........................  $ 2,807        $   709
 Ratios of net investment income (loss) to average net assets (b)     (0.52)%        (0.90)%
</TABLE>

NOTES TO FINANCIAL HIGHLIGHTS:
* Per unit information has been computed using average units outstanding
throughout each period.

(a)     Not annualized for periods less than one year.
(b)     Annualized for periods less than one year.
(c)     The inception date of this Sub-Account was March 1, 1994.
(d)     The inception date of this Sub-Account was January 3, 1995.
(e)     The inception date of this Sub-Account was May 1, 1996.
(f)     The inception date of this Sub-Account was January 2, 1997.
(g)     The inception date of this Sub-Account was January 2, 1998.
(h)     The inception date of this Sub-Account was May 1, 1998.

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

                                      107
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

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
     Real Estate Securities .........      $400,000      40,000

     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, have been consistently applied
in the preparation of the Trust's financial statements. The preparation of
financial statements required management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

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.

                                       108
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                 NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1998

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

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 the Internal Revenue Code law, the investment
income of the Life Account, including realized and unrealized capital gains, is
not taxable to WRL. Accordingly, no provision for federal income taxes has been
made.

NOTE 2. CHARGES AND DEDUCTIONS

     Charges are assessed by WRL in connection with 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 policy owner payments to the
sub-accounts. Thereafter, monthly administrative and cost of insurance charges
are deducted from the policies. 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 be subject to 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 .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 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
accumulation unit value used to calculate the equity value within the Life
Account. Consequently, a dividend distribution by the underlying Fund does not
change either the accumulation unit value or equity values within the Life
Account.

                                       109
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                 NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1998

NOTE 4. SECURITIES TRANSACTIONS

     Securities transactions for the year ended December 31, 1998 are as
follows (in thousands):

<TABLE>
<CAPTION>
                                               PURCHASE         PROCEEDS
SUB-ACCOUNT:                                OF SECURITIES     OF SECURITIES
- ------------                               ---------------   ----------------
<S>                                        <C>               <C>
    Money Market .......................       $54,231           $46,140
    Bond ...............................        14,451             7,857
    Growth .............................        72,758            20,484
    Global .............................        59,238             9,357
    Strategic Total Return .............        17,619             3,754
    Emerging Growth ....................        49,088            10,679
    Aggressive Growth ..................        44,611             5,689
    Balanced ...........................         4,604             1,017
    Growth & Income ....................        10,694             3,411
    Tactical Asset Allocation ..........        14,060             2,009
    C.A.S.E. Growth ....................         9,433             2,525
    Value Equity .......................        13,179             9,081
    International Equity ...............         6,220             3,048
    U.S. Equity ........................        12,496             3,076
    Third Avenue Value (a) .............         3,849               906
    Real Estate Securities (b) .........         1,047               226
</TABLE>
(a) The inception date of this Sub-Account was January 2, 1998.

(b) The inception date of this Sub-Account was May 1, 1998.

                                       110
<PAGE>

                             WRL SERIES LIFE ACCOUNT
                 NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1998

NOTE 5. OTHER MATTERS

     At December 31, 1998 net unrealized appreciation (depreciation) on
investments was as follows (in thousands):

<TABLE>
<CAPTION>
SUB-ACCOUNT
- -----------
<S>                                       <C>
    Money Market ......................    $      0
    Bond ..............................         402
    Growth ............................     374,036
    Global ............................      43,882
    Strategic Total Return ............      17,020
    Emerging Growth ...................      85,696
    Aggressive Growth .................      50,985
    Balanced ..........................         991
    Growth & Income ...................        (177)
    Tactical Asset Allocation .........         973
    C.A.S.E. Growth ...................      (1,524)
    Value Equity ......................      (2,759)
    International Equity ..............         119
    U.S. Equity .......................       1,068
    Third Avenue Value ................        (103)
    Real Estate Securities ............         (76)
</TABLE>

                                       111
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                         BALANCE SHEET - STATUTORY BASIS
                              AS OF MARCH 31, 1999
                            (IN THOUSANDS)(UNAUDITED)

ADMITTED ASSETS
  Cash and invested assets:
  Cash and short-term investments                                     $   28,797
  Bonds                                                                  169,409
  Common stock, at market                                                  4,317
  Mortgage loans on real estate                                            9,864
  Home office properties, at cost less accumulated
    Depreciation                                                          34,866
  Investment real estate                                                  11,276
  Policy loans                                                           126,519
                                                                      ----------
Total cash and invested assets                                           385,048

Premiums deferred and uncollected                                            972
Accrued investment income                                                  2,778
Transfers from separate accounts                                         379,070
Cash surrender value of life insurance policies                           45,972
Other assets                                                              15,817
Separate account assets                                                7,868,017
                                                                      ----------
Total admitted assets                                                 $8,697,674
                                                                      ==========

                                      112

<PAGE>

LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
  Aggregate reserves for policies and contracts:
    Life                                                              $  244,711
    Annuity                                                              264,042
  Policy and contract claim reserves                                       9,077
  Other policyholders' funds                                              30,682
  Remittances and items not allocated                                     20,913
  Federal income taxes payable                                             4,326
  Asset valuation reserve                                                  5,951
  Interest maintenance reserve                                             9,669
  Payable to affiliate                                                    42,704
  Other liabilities                                                       47,736
  Separate account liabilities                                         7,866,790
                                                                      ----------
Total liabilities                                                      8,546,601

Capital and surplus:
  Common stock, $1.00 par value, 1,500 shares
    Authorized, issued and outstanding                                     1,500
  Paid-in surplus                                                        120,107
  Unassigned surplus                                                      29,466
                                                                      ----------
Total capital and surplus                                                151,073
                                                                      ----------
Total liabilities and capital and surplus                             $8,697,674
                                                                      ==========

                                      113

<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF OPERATIONS - STATUTORY BASIS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                            (IN THOUSANDS)(UNAUDITED)

Revenues:
  Premiums and other considerations, net of reinsurance
    Life                                                              $ 127,436
    Annuity                                                             229,954
  Net investment income                                                  10,546
  Amortization of interest maintenance reserve                              479
  Commissions and expense allowances on
    Reinsurance ceded                                                     7,053
  Other income                                                           33,428
                                                                      ---------
                                                                        408,896
Benefits and expenses:
  Benefits paid or provided for:
    Life                                                                  8,134
    Surrender benefits                                                  168,890
    Other benefits                                                        7,374
    Increase (decrease) in aggregate reserves for
      policies and contracts:
      Life                                                               13,115
      Annuity                                                            (1,376)
      Other                                                              (1,851)
                                                                      ---------
                                                                        194,286
Insurance expenses:
  Commissions                                                            56,843
  General insurance expenses                                             27,550
  Taxes, licenses and fees                                                4,577
  Transfer to separate accounts                                         114,019
  Other expenses                                                            (29)
                                                                      ---------
                                                                        202,960
                                                                      ---------
                                                                        397,246
                                                                      ---------
Gain from operations before federal income
  tax expense and realized capital losses on
  investments                                                            11,650

Federal income tax expense                                                4,078
                                                                      ---------
Gain from operations before realized
  capital losses on investments                                           7,572

Net realized capital losses on investments
 (net of related federal income tax
 and amounts transferred to interest
 maintenance reserve)                                                       (57)
                                                                      ---------
Net gain                                                              $   7,515
                                                                      =========

                                      114


<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 1,1999               $1,500     $120,107      $21,973      $143,580
  Net gain                                   0            0        7,515         7,515
  Net unrealized gains                       0            0        3,229         3,229
  Change in non-admitted assets              0            0         (148)         (148)
  Change in asset valuation reserve          0            0       (3,102)       (3,102)
  Change in surplus in separate
    accounts                                 0            0          510           510
  Other adjustments                          0            0         (511)         (511)
                                        ------     --------      -------      --------
Balance at March 31, 1999               $1,500     $120,107      $29,466      $151,073
                                        ======     ========      =======      ========
</TABLE>

                                      115



<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF CASH FLOW - STATUTORY BASIS
                    FOR THE THREE MONTHS ENDED MARCH 31,1999
                            (IN THOUSANDS)(UNAUDITED)

OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance                 $ 398,349
Net investment income                                                    10,276
Life and accident and health claims                                      (8,137)
Surrender benefits to policyholders                                    (168,890)
Other benefits to policyholders                                          (7,859)
Commissions, other expenses and other taxes                             (86,407)
Federal income taxes, excluding tax on capital gains                     (5,716)
Other, net                                                                 (663)
Net transfers to separate accounts                                     (133,940)
                                                                      ---------
   Net cash used in operating activities                                 (2,987)

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
   Bonds and preferred stocks                                            23,658
   Mortgage loans on real estate                                             51
                                                                      ---------
                                                                         23,709

Cost of investments acquired:
   Bonds and preferred stocks                                             7,677
   Real estate                                                              283
   Policy loans                                                          13,573
                                                                      ---------
                                                                         21,533
                                                                      ---------
Net cash provided by investing activities                                 2,176
                                                                      ---------

FINANCING ACTIVITIES
Borrowed money                                                          (44,200)
                                                                      ---------
Net cash used in financing activities                                   (44,200)

Decrease in cash and short-term investments                             (45,011)

Cash and short-term investments at beginning of year                     73,808
                                                                      ---------
Cash and short-term investments at end of year                        $  28,797
                                                                      =========


                                      116

<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                 NOTES TO FINANCIAL STATEMENTS - STATUTORY BASIS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                            (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 three month period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the accompanying statutory
basis financial statements and notes thereto for the year ended December 31,
1998.

                                      117


<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, 1998 and 1997, 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, 1998. 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, 1998 and 1997, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1998.

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

                                                           /s/ ERNST & YOUNG LLP

Des Moines, Iowa
February 19, 1999

                                      118
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                        BALANCE SHEETS -- STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                                  ---------------------------
                                                                      1998           1997
                                                                  ------------   ------------
<S>                                                               <C>            <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash and short-term investments ..............................   $   73,808     $   13,896
 Bonds ........................................................      184,697        255,919
 Common stocks:
  Affiliated entities (cost: 1998 - $243; 1997 - $150).........          704            319
  Other (cost: 1998 and 1997 - $302)...........................          384            428
 Mortgage loans on real estate ................................        9,916          4,824
  Home office properties ......................................       34,583         19,964
  Investment properties .......................................       11,594             --
  Policy loans ................................................      112,982         76,741
  Other invested assets .......................................          396             --
                                                                  ----------     ----------
Total cash and invested assets ................................      429,064        372,091
Premiums deferred and uncollected .............................          900          1,928
Accrued investment income .....................................        2,867          4,088
Transfers from separate accounts ..............................      350,633        279,958
Cash surrender value of life insurance policies ...............       45,445             --
Other assets ..................................................        9,239          5,221
Separate account assets .......................................    6,999,290      4,814,594
                                                                  ----------     ----------
Total admitted assets .........................................   $7,837,438     $5,477,880
                                                                  ==========     ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       119
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                        BALANCE SHEETS -- STATUTORY BASIS
                                   (CONTINUED)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                      -----------------------------
                                                           1998            1997
                                                      -------------   -------------
<S>                                                   <C>             <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life ............................................    $  231,596      $  186,523
  Annuity .........................................       265,418         296,290
 Policy and contract claim reserves ...............         9,233          10,929
 Other policyholders' funds .......................        38,080           3,877
 Remittances and items not allocated ..............        20,569           9,184
 Federal income taxes payable .....................         5,716           2,283
 Asset valuation reserve ..........................         2,848           2,436
 Interest maintenance reserve .....................         9,684           9,134
 Short-term note payable to affiliate .............        44,200           8,200
 Payable to affiliate .............................        37,907           1,925
 Other liabilities ................................        31,151          19,257
 Separate account liabilities .....................     6,997,456       4,812,979
                                                       ----------      ----------
Total liabilities .................................     7,693,858       5,363,017
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 ..................................       120,107          88,015
 Unassigned surplus ...............................        21,973          25,348
                                                       ----------      ----------
Total capital and surplus .........................       143,580         114,863
                                                       ----------      ----------
Total liabilities and capital and surplus .........    $7,837,438      $5,477,880
                                                       ==========      ==========
</TABLE>

SEE ACCOMPANYING NOTES.


                                       120
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                   STATEMENTS OF OPERATIONS -- STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                         -----------------------------------------
                                                                              1998          1997          1996
                                                                         ------------- ------------- -------------
<S>                                                                      <C>           <C>           <C>
Revenues:
 Premiums and other considerations, net of reinsurance:
  Life .................................................................  $  476,053    $  394,370    $  293,590
  Annuity ..............................................................     794,841       822,149       740,125
 Net investment income .................................................      36,315        40,013        36,067
 Amortization of interest maintenance reserve ..........................         744         1,576         1,335
 Commissions and expense allowances on reinsurance ceded ...............      15,333            11            11
 Other income ..........................................................      67,751         3,016        13,398
                                                                          ----------    ----------    ----------
                                                                           1,391,037     1,261,135     1,084,526
Benefits and expenses:
 Benefits paid or provided for:
  Life .................................................................      42,982        28,060        21,256
  Surrender benefits ...................................................     551,528       431,939       286,406
  Other benefits .......................................................      31,280        28,112        23,270
  Increase (decrease) in aggregate reserves for policies
    and contracts:
   Life ................................................................      42,940        29,485        80,139
   Annuity .............................................................     (30,872)      (35,940)       12,877
   Other ...............................................................      32,178           794           422
                                                                          ----------    ----------    ----------
                                                                             670,036       482,450       424,370
 Insurance expenses:
  Commissions ..........................................................     205,939       179,106       140,261
  General insurance expenses ...........................................     102,611        70,546        47,406
  Taxes, licenses and fees .............................................      15,545        13,101        10,848
  Net transfer to separate accounts ....................................     402,618       519,214       452,471
  Other expenses .......................................................          59            21            60
                                                                          ----------    ----------    ----------
                                                                             726,772       781,988       651,046
                                                                          ----------    ----------    ----------
                                                                           1,396,808     1,264,438     1,075,416
                                                                          ----------    ----------    ----------
Gain (loss) from operations before federal income taxes (benefit) and
 realized capital gains (losses) on investments ........................      (5,771)       (3,303)        9,110
Federal income tax expense (benefit) ...................................        (347)          469         9,297
                                                                          ----------    ----------    ----------
Loss from operations before realized capital gains
 (losses) on investments ...............................................      (5,424)       (3,772)         (187)
Net realized capital gains (losses) on investments (net of
 related federal income taxes and amounts transferred to interest
 maintenance reserve) ..................................................       1,494           747          (811)
                                                                          ----------    ----------    ----------
Net loss ...............................................................  $   (3,930)   $   (3,025)   $     (998)
                                                                          ==========    ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       121
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

         STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                TOTAL
                                                                                               CAPITAL
                                                           COMMON    PAID-IN    UNASSIGNED       AND
                                                            STOCK    SURPLUS      SURPLUS      SURPLUS
                                                          -------- ----------- ------------ ------------
<S>                                                       <C>      <C>         <C>          <C>
Balance at January 1, 1996 ..............................  $1,500   $ 68,015     $ 28,424     $ 97,939
 Net loss for 1996 ......................................      --         --         (998)        (998)
 Net unrealized capital gains ...........................      --         --        1,294        1,294
 Change in non-admitted assets ..........................      --         --          199          199
 Change in asset valuation reserve ......................      --         --         (120)        (120)
 Change in surplus in separate accounts .................      --         --          237          237
 Change in reserve valuation ............................      --         --       (2,995)      (2,995)
                                                           ------   --------     --------     --------
Balance at December 31, 1996 ............................   1,500     68,015       26,041       95,556
 Net loss for 1997 ......................................      --         --       (3,025)      (3,025)
 Change in non-admitted assets ..........................      --         --         (702)        (702)
 Change in asset valuation reserve ......................      --         --        3,274        3,274
 Change in surplus in separate accounts .................      --         --       (2,115)      (2,115)
 Change in reserve valuation ............................      --         --       (1,872)      (1,872)
 Capital contribution ...................................      --     20,000           --       20,000
 Tax effect of capital loss carry-forward utilized by
   affiliates ...........................................      --         --        3,747        3,747
                                                           ------   --------     --------     --------
Balance at December 31, 1997 ............................   1,500     88,015       25,348      114,863
 Net loss for 1998 ......................................      --         --       (3,930)      (3,930)
 Net unrealized capital gains ...........................      --         --          248          248
 Change in non-admitted assets ..........................      --         --       (1,815)      (1,815)
 Change in asset valuation reserve ......................      --         --         (412)        (412)
 Change in surplus in separate accounts .................      --         --         (341)        (341)
 Change in reserve valuation ............................      --         --       (2,132)      (2,132)
 Capital contribution ...................................      --     32,092           --       32,092
 Settlement of prior period tax returns .................      --         --          353          353
 Tax benefits on stock options exercised ................      --         --        4,654        4,654
                                                           ------   --------     --------     --------
Balance at December 31, 1998 ............................  $1,500   $120,107     $ 21,973     $143,580
                                                           ======   ========     ========     ========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       122
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                   STATEMENTS OF CASH FLOWS -- STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                             -----------------------------------------
                                                                  1998          1997          1996
                                                             ------------- ------------- -------------
<S>                                                          <C>           <C>           <C>
OPERATING ACTIVITIES
Premiums and other considerations, net of reinsurance ......  $1,356,732    $1,223,898    $1,046,548
Net investment income ......................................      38,294        43,802        38,666
Life and accident and health claims ........................     (44,426)      (26,005)      (20,655)
Surrender benefits and other fund withdrawals ..............    (551,528)     (431,939)     (286,406)
Other benefits to policyholders ............................     (31,231)      (28,147)      (22,129)
Commissions, other expenses and other taxes ................    (326,080)     (262,901)     (196,373)
Net transfers to separate accounts .........................    (461,982)     (596,347)     (658,326)
Federal income taxes received (paid) .......................      11,956         5,006        (9,449)
Interest paid ..............................................          --          (731)           --
Other, net .................................................      (7,109)      (14,901)       28,325
                                                              ----------    ----------    ----------
Net cash used in operating activities ......................     (15,374)      (88,265)      (79,799)

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
 Bonds and preferred stocks ................................     143,449       146,963       122,820
 Mortgage loans on real estate .............................         221         2,116           132
 Real estate ...............................................          --            --         4,304
 Other .....................................................          --            --           175
                                                              ----------    ----------    ----------
                                                                 143,670       149,079       127,431
Cost of investments acquired ...............................
 Bonds and preferred stocks ................................     (68,202)      (40,418)      (26,826)
 Common stocks .............................................         (93)         (150)           (4)
 Mortgage loans on real estate .............................      (5,313)         (891)           --
 Real estate ...............................................     (26,213)      (12,002)       (7,837)
 Policy loans ..............................................     (36,241)      (24,137)      (15,479)
 Other .....................................................        (414)           --            (5)
                                                              ----------    ----------    -----------
                                                                (136,476)      (77,598)      (50,151)
                                                              ----------    ----------    ----------
Net cash provided by investing activities ..................       7,194        71,481        77,280

FINANCING ACTIVITIES
Issuance of short-term note payable to affiliate ...........      36,000         8,200            --
Capital contribution .......................................      32,092        20,000            --
                                                              ----------    ----------    ----------
Net cash provided by financing activities ..................      68,092        28,200            --
                                                              ----------    ----------    ----------
Increase (decrease) in cash and short-term investments .....      59,912        11,416        (2,519)
Cash and short-term investments at beginning of year .......      13,896         2,480         4,999
                                                              ----------    ----------    ----------
Cash and short-term investments at end of year .............  $   73,808    $   13,896    $    2,480
                                                              ==========    ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       123
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS
                             (DOLLARS IN THOUSANDS)

                                DECEMBER 31, 1998

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 N.V., 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, District of Columbia, Puerto Rico and Guam. 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 ("Insurance Department"), which practices differ from
generally accepted accounting principles. The more significant of these
differences are as follows: (a) bonds are generally reported 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

                                      124
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

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, but are presumed to be
material.

     In 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles ("Codification"). Codification
will likely change, to some extent, prescribed statutory accounting practices
and may result in changes to the accounting practices that the Company uses to
prepare its statutory-basis financial statements. Codification will require
adoption by the various states before it becomes the prescribed statutory basis
of accounting for insurance companies domesticated within those states.
Accordingly, before Codification becomes effective for the Company, the State
of Ohio must adopt Codification as the prescribed basis of accounting on which
domestic insurers must report their statutory-basis results to the Insurance
Department. At this time it is unclear whether the State of Ohio will adopt
Codification. However, based on current guidance, management believes that the
impact of Codification will not be material to the Company's statutory-basis
financial statements.

                                      125
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

     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 investment. 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
and investment properties are 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 1998, 1997 and 1996, net realized capital gains of $1,294, $3,259
and $2,394, respectively, were credited to the IMR rather than being
immediately recognized in the statements of operations. Amortization of these
net gains aggregated $744, $1,576 and $1,335 for the years ended December 31,
1998, 1997 and 1996, 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

                                      126
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

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, 1998, 1997 and 1996, 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 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. 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

                                      127
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

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 $1,240,858, $1,164,013 and
$997,513 in 1998, 1997 and 1996, 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.

STOCK OPTION PLAN

     AEGON N.V. sponsors a stock option plan for eligible employees of the
Company. Under this plan, certain employees have indicated a preference to
immediately sell shares received as a result of their exercise of the stock
options; in these situations, AEGON N.V. has settled such options in cash
rather than issuing stock to these employees. These cash settlements are paid
by the Company and AEGON N.V. subsequently reimburses the Company for such
payments. Under statutory accounting principles, the Company does not record
any expense related to this plan, as the expense is recognized by AEGON N.V.
However, the Company is allowed to record a deduction in the consolidated tax
return filed by the Company and certain affiliates. The tax benefit of this
deduction has been credited directly to surplus.

RECLASSIFICATIONS

     Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform to the 1998 presentation.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT
FAIR VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value
information about financial instruments, whether or not recognized in the
statutory-basis balance sheet, for which it is practicable to estimate that
value. In cases where quoted market prices are not available, fair values are
based on estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including the
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.

                                      128
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

     The following 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.

     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.

                                      129
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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

     The following sets forth a comparison of the fair values and carrying
values of the Company's financial instruments subject to the provisions of
Statement of Financial Accounting Standards No. 107:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                               ---------------------------------------------------
                                                         1998                      1997
                                               ------------------------- -------------------------
                                                 CARRYING                  CARRYING
                                                   VALUE     FAIR VALUE      VALUE     FAIR VALUE
                                               ------------ ------------ ------------ ------------
<S>                                            <C>          <C>          <C>          <C>
    ADMITTED ASSETS
    Cash and short-term investments ..........  $   73,808   $   73,808   $   13,896   $   13,896
    Bonds ....................................     184,697      192,556      255,919      267,763
    Common stocks, other than affiliates .....         384          384          428          428
    Mortgage loans on real estate ............       9,916       10,390        4,824        5,143
    Policy loans .............................     112,982      112,982       76,741       76,741
    Separate account assets ..................   6,999,290    6,999,290    4,814,594    4,814,594

    LIABILITIES
    Investment contract liabilities ..........     297,349      294,105      280,121      276,113
    Separate account annuities ...............   5,096,680    5,038,296    3,615,255    3,565,557
</TABLE>

                                      130
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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, 1998
    Bonds:
     United States Government and agencies .....  $  4,749     $    83      $   --     $  4,832
     State, municipal and other government .....     3,234         117          --        3,351
     Public utilities ..........................    18,792         818         251       19,359
     Industrial and miscellaneous ..............    96,332       6,685         577      102,440
     Mortgage-backed securities ................    61,590       1,235         251       62,574
                                                  --------     -------      ------     --------
    Total bonds ................................  $184,697     $ 8,938       1,079     $192,556
                                                  ========     =======      ======     ========
    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>

     The carrying value and fair value of bonds at December 31, 1998 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.

<TABLE>
<CAPTION>
                                                                         ESTIMATED
                                                            CARRYING       FAIR
                                                              VALUE        VALUE
                                                           ----------   ----------
<S>                                                        <C>          <C>
    Due in one year or less ............................    $  2,706     $  2,743
    Due one through five years .........................      61,340       64,696
    Due five through ten years .........................      43,233       45,352
    Due after ten years ................................      15,828       17,191
                                                            --------     --------
                                                             123,107      129,982
    Mortgage and other asset backed securities .........      61,590       62,574
                                                            --------     --------
                                                            $184,697     $192,556
                                                            ========     ========
</TABLE>

                                      131
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

3. INVESTMENTS--(CONTINUED)

     A detail of net investment income is presented below:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                ------------------------------------
                                                                   1998         1997         1996
                                                                ----------   ----------   ----------
<S>                                                             <C>          <C>          <C>
    Interest on bonds .......................................    $ 17,150     $ 25,723     $ 33,969
    Dividends on equity investments from subsidiary .........      13,233       10,855           --
    Interest on mortgage loans ..............................         499          478          559
    Rental income on real estate ............................       2,839        1,371          919
    Interest on policy loans ................................       6,241        4,656        3,339
    Other investment income .................................         540           26            9
                                                                 --------     --------     --------
    Gross investment income .................................      40,502       43,109       38,795
    Investment expenses .....................................      (4,187)      (3,096)      (2,728)
                                                                 --------     --------     --------
    Net investment income ...................................    $ 36,315     $ 40,013     $ 36,067
                                                                 ========     ========     ========
</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,
                                                         ---------------------------------------
                                                            1998          1997          1996
                                                         -----------   -----------   -----------
<S>                                   <C>           <C>           <C>
    Proceeds ........................................     $143,449      $146,963      $122,820
                                                          ========      ========      ========
    Gross realized gains ............................     $  4,641      $  3,921      $  2,984
    Gross realized losses ...........................          899           626           791
                                                          --------      --------      --------
    Net realized gains ..............................     $  3,742      $  3,295      $  2,193
                                                          ========      ========      ========
</TABLE>

     At December 31, 1998, bonds with an aggregate carrying value of $4,297
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.

                                      132
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

3. INVESTMENTS--(CONTINUED)
     Realized investment gains (losses) and changes in unrealized gains
(losses) for investments are summarized below:


<TABLE>
<CAPTION>
                                                                         REALIZED
                                                          ---------------------------------------
                                                                  YEAR ENDED DECEMBER 31,
                                                          ---------------------------------------
                                                              1998          1997          1996
                                                          -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
    Debt securities ...................................    $  3,742      $  3,295      $  2,193
    Real estate .......................................          --            --          (606)
    Other invested assets .............................         (18)           --            (4)
                                                           --------      --------      ---------
                                                              3,724         3,295         1,583
    Tax expense .......................................        (936)         (711)           --
    Transfer to interest maintenance reserve ..........      (1,294)       (3,259)       (2,394)
                                                           --------      --------      --------
    Net realized gains (losses) .......................    $  1,494      $    747      $   (811)
                                                           ========      ========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                    CHANGE IN UNREALIZED
                                                          ----------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                                          ----------------------------------------
                                                              1998          1997           1996
                                                          ------------   ----------   ------------
<S>                                                              <C>            <C>          <C>
    Debt securities ...................................    $ (3,985)      $ (896)      $ (14,442)
    Common stock ......................................         248           --             (66)
                                                            --------       ------       ---------
    Change in unrealized appreciation (depreciation) ..    $ (3,737)      $ (896)      $ (14,508)
                                                            ========       ======       =========
</TABLE>

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


<TABLE>
<CAPTION>
                                                                   REALIZED
                                                          ---------------------------
                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                            1998      1997      1996
                                                          --------   ------   -------
<S>                                  <C>        <C>      <C>
    Unrealized gains ..................................    $ 579      $295     $295
    Unrealized losses .................................      (36)       --       --
                                                            -----      ----     ----
    Net unrealized gains ..............................    $ 543      $295     $295
                                                           =====      ====     ====
</TABLE>

     During 1998, the Company issued one mortgage loan with an interest rate of
6.71%. The maximum percentage of any one mortgage loan to the value of the
underlying real estate at origination was 75%. The Company requires all
mortgagees to carry fire insurance equal to the value of the underlying
property.

     During 1998, 1997 and 1996, no mortgage loans were foreclosed and
transferred to real estate. During 1998 and 1997, the Company held a mortgage
loan loss reserve in the asset valuation reserve of $112 and $54, respectively.

     At December 31, 1998, 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.

                                      133
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

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.


<TABLE>
<CAPTION>
                                          1998            1997            1996
                                     -------------   -------------   -------------
<S>                                  <C>             <C>             <C>
    Direct premiums ..............    $1,345,752      $1,219,271      $1,034,757
    Reinsurance assumed ..........           461           2,389           2,063
    Reinsurance ceded ............       (75,319)         (5,141)         (3,105)
                                      ----------      ----------      ----------
    Net premiums earned ..........    $1,270,894      $1,216,519      $1,033,715
                                      ----------      ----------      ----------
</TABLE>

     The Company received reinsurance recoveries in the amount of $5,260,
$2,288 and $2,156 during 1998, 1997 and 1996, respectively. At December 31,
1998 and 1997, estimated amounts recoverable from reinsurers that have been
deducted from policy and contract claim reserves totaled $1,003 and $2,721,
respectively. The aggregate reserves for policies and contracts were reduced
for reserve credits for reinsurance ceded at December 31, 1998 and 1997 of
$2,849 and $1,369, respectively.

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.

                                      134
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

5. INCOME TAXES--(CONTINUED)

     Federal income tax expense (benefit) differs from the amount computed by
applying the statutory federal income tax rate to gain (loss) from operations
before income taxes (benefit) and realized capital gains (losses) on
investments for the following reasons:

<TABLE>
<CAPTION>
                                                                            1998           1997          1996
                                                                        ------------   ------------   ---------
<S>                                                                     <C>            <C>            <C>
    Computed tax (benefit) at federal statutory rate (35%) ..........     $ (2,019)      $ (1,156)     $3,189
    Deferred acquisition costs -- tax basis .........................        9,672          9,164       7,172
    Tax reserve valuation ...........................................        1,513           (194)       (696)
    Excess tax depreciation .........................................         (442)          (127)        (65)
    Amortization of IMR .............................................         (260)          (552)       (467)
    Dividend received deduction .....................................       (6,657)        (5,326)         --
    Prior year over-accrual .........................................       (2,322)        (1,541)         (9)
    Other, net ......................................................          168            201         173
                                                                          --------       --------      ------
    Federal income tax expense (benefit) ............................     $   (347)      $    469      $9,297
                                                                          --------       --------      ------
</TABLE>

     Federal income tax expense differs from the amount computed by applying
the statutory federal income tax rate to realized gains (losses) due to the
differences in book and tax asset bases at the time certain investments are
sold.

     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, 1998). 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.

     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.

     In 1998, the Company reached a final settlement with the Internal Revenue
Service for 1994 and 1995 resulting in a tax refund of $300 and interest
received of $53.

                                       135
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

6. POLICY AND CONTRACT ATTRIBUTES

     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,
                                                           ----------------------------------------------
                                                                    1998                    1997
                                                           ----------------------- ----------------------
                                                                          PERCENT                PERCENT
                                                              AMOUNT     OF TOTAL     AMOUNT     OF TOTAL
                                                           ------------ ---------- ------------ ---------
<S>                                                        <C>          <C>        <C>          <C>
    Subject to discretionary withdrawal with market value
      adjustment .........................................  $   12,810              $   13,812       1%
    Subject to discretionary withdrawal at book value less
      surrender charge ...................................      76,289        1%        68,376       2
    Subject to discretionary withdrawal at market value ..   5,096,680       94      3,615,255      91
    Subject to discretionary withdrawal at book value
      (minimal or no charges or adjustments) .............     210,270        4        201,457       5
    Not subject to discretionary withdrawal provision ....      15,681        1         16,572       1
                                                            ----------       --     ----------      --
                                                             5,411,730      100%     3,915,472     100%
                                                                            ===                    ===
    Less reinsurance ceded ...............................       1,131                      --
                                                            ----------              ----------
    Total policy reserves on annuities and deposit fund
      liabilities ........................................  $5,410,599              $3,915,472
                                                            ==========              ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                         1998            1997            1996
                                                                    -------------   -------------   -------------
<S>                                                                 <C>             <C>             <C>
    Transfers as reported in the summary of operations of the
      separate accounts statement:
     Transfers to separate accounts .............................    $1,240,858      $1,164,013      $  997,513
     Transfers from separate accounts ...........................       847,507         646,477         339,523
                                                                     ----------      ----------      ----------
    Net transfers to separate accounts ..........................       393,351         517,536         657,990
    Reconciling adjustments -- change in accruals for
      investment management, administration fees and
      contract guarantees, and separate account surplus .........         9,267           1,678        (205,519)
                                                                     ----------      ----------      ----------
    Transfers as reported in the summary of operations of the
      life, accident and health annual statement ................    $  402,618      $  519,214      $  452,471
                                                                     ==========      ==========      ==========
</TABLE>

                                      136
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

6. POLICY AND CONTRACT ATTRIBUTES--(CONTINUED)

     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, 1998 and 1997, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:

<TABLE>
<CAPTION>
                                                      GROSS      LOADING       NET
                                                    ---------   ---------   ---------
<S>                                                 <C>         <C>         <C>
    DECEMBER 31, 1998
    Ordinary direct renewal business ............    $1,101        $201      $  900
                                                     ------        ----      ------
                                                     $1,101        $201      $  900
                                                     ======        ====      ======
    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
                                                     ======        ====      ======
</TABLE>

     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 $2,132,
$1,872 and $2,995 was made for the years ended December 31, 1998, 1997 and
1996, respectively, related to the change in reserve methodology.

7. DIVIDEND RESTRICTIONS

     The Company is subject to limitations, imposed by the State of Ohio, on
the payment of dividends to its parent company. Generally, dividends during any
twelve month period may not be paid; without prior regulatory approval, in
excess of the lesser of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to the availability of unassigned surplus at the time
of such dividend, the maximum payment which may be made in 1999, without the
prior approval of insurance regulatory authorities, is $14,657.

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

                                      137
<PAGE>

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                             (DOLLARS IN THOUSANDS)

8. RETIREMENT AND COMPENSATION PLANS--(CONTINUED)

compensation during the highest five consecutive years of employment. Pension
expense aggregated $917, $659 and $581 for the years ended December 31, 1998,
1997 and 1996, 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 $632, $448 and
$184 for the years ended December 31, 1998, 1997 and 1996, 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
for or funded as deemed appropriate by management of AEGON and the Company.

     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 $157, $99 and $98 for the years ended December 31, 1998, 1997
and 1996, respectively.

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 1998,
1997 and 1996,

                                      138
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

         NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                            (DOLLARS IN THOUSANDS)

9. RELATED PARTY TRANSACTIONS--(CONTINUED)

the Company paid $12,763, $10,040 and $10,038, respectively, for such services,
which approximates their costs to the affiliates. The Company provides office
space, marketing and administrative services to certain affiliates. During
1998, 1997 and 1996, the Company received $5,125, $4,395 and $3,271,
respectively, for such services, which approximates their cost. The Company had
a net payable with affiliates of $33,449 and $1,925 at December 31, 1998 and
1997, respectively.

     Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 4.74% at December 31, 1998. During 1998,
1997 and 1996, the Company paid net interest of $1,090, $364 and $138,
respectively, to affiliates.

     The Company received capital contributions of $32,092 and $20,000 from its
parent in 1998 and 1997, respectively.

     At December 31, 1998 and 1997, the Company had short-term note payables to
an affiliate of $44,200 and $8,200, respectively. Interest on these notes
ranged from 5.13% to 5.54% at December 31, 1998 and was 5.60% at December 31.
1997.

     During 1998, the Company purchased life insurance policies covering the
lives of certain employees of the Company. Premiums of $43,500 were paid to an
affiliate for these policies. At December 31, 1998, the cash surrender value of
these policies is $45,445.

10. COMMITMENTS AND CONTINGENCIES

     The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of available
facts, that damages arising from such demands will not be material to the
Company's financial position.

     The Company is subject to insurance guaranty laws in the states in which
it writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as an
asset on the Company's balance sheet. The future obligation has been based on
the most recent information available from the National Organization of Life
and Health Insurance Guaranty Association. Potential future obligations for
unknown insolvencies are not determinable by the Company. The Company has
established a reserve of $3,489 and $4,007 and an offsetting premium tax
benefit of $828 and $1,070 at December 31, 1998 and 1997, respectively, for its
estimated share of future guaranty fund assessments related to several major
insurer insolvencies. The guaranty fund expense (credit) was $(74), $0 and $212
at December 31, 1998, 1997 and 1996, respectively.

                                      139
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

         NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                            (DOLLARS IN THOUSANDS)

11. YEAR 2000 (UNAUDITED)

     The term Year 2000 Issue generally refers to the improper processing of
dates and incorrect date calculations that might occur in computer software and
hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations
and decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software that
has date-sensitive coding might recognize a code of 00 as the year 1900 rather
than the year 2000.

     The Company has developed a Year 2000 Project Plan (the Plan) to address
the Year 2000 issue as it affects the Company's internal IT and non-IT systems,
and to assess Year 2000 issues relating to third parties with whom the Company
has critical relationships.

     The Plan for addressing internal systems generally includes an assessment
of internal IT and non-IT systems and equipment affected by the Year 2000
issue; definition of strategies to address affected systems and equipment;
remediation of identified systems and equipment; internal testing and
certification that each internal system is Year 2000 compliant; and a review of
existing and revised business resumption and contingency plans to address
potential Year 2000 issues. The Company has remediated and tested substantially
all of its mission-critical internal IT systems as of December 31, 1998. The
Company continues to remediate and test certain non-critical internal IT
systems, internal non-IT systems and will continue with a revalidation testing
program throughout 1999.

     The Company's Year 2000 issues are more complex because a number of its
systems interface with other systems not under the Company's control. The
Company's most significant interfaces and uses of third-party vendor systems
are in the bank, financial services and trust areas. The Company utilizes
various banks to handle numerous types of financial and sales transactions.
Several of these banks also provide trustee and custodial services for the
Company's investment holdings and transactions. These services are critical to
a financial services company such as the Company as its business centers around
cash receipts and disbursements to policyholders and the investment of
policyholder funds. The Company has received written confirmation from its
vendor banks regarding their status on Year 2000. The banks indicate their
dedication to resolving any Year 2000 issues related to their systems and
services prior to December 31, 1999. The Company anticipates that a
considerable effort will be necessary to ensure that its corrected or new
systems can properly interface with those business partners with whom it
transmits and receives data and other information (external systems). The
Company has undertaken specific testing regimes with these third-party business
partners and expects to continue working with its business partners on any
interfacing of systems. However, the timing of external system compliance
cannot currently be predicted with accuracy because the implementation of Year
2000 readiness will vary from one company to another.

     The Company does have some exposure to date sensitive embedded technology
such as micro-controllers, but the Company views this exposure as minimal.
Unlike other

                                      140
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

         NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                            (DOLLARS IN THOUSANDS)

11. YEAR 2000 (UNAUDITED)--(CONTINUED)

industries that may be equipment intensive, like manufacturing, the Company is
a life insurance and financial services organization providing insurance,
annuities and pension products to its customers. As such, the primary equipment
and electronic devices in use are computers and telephone related equipment.
This type of hardware can have date sensitive embedded technology which could
have Year 2000 problems. Because of this exposure, the Company has reviewed its
computer hardware and telephone systems, with assistance from the applicable
vendors, and has upgraded, or replaced, or is in the process of replacing any
equipment that will not properly process date sensitive data in the Year 2000
or beyond.

     For the Company, a reasonably likely worst case scenario might include one
or more of the Company's significant policyholder systems being non-compliant.
Such an event could result in a material disruption of the Company's
operations. Specifically, a number of the Company's operations could experience
an interruption in the ability to collect and process premiums or deposits,
process claim payments, accurately maintain policyholder information,
accurately maintain accounting records, and or perform adequate customer
service. Should the worst case scenario occur, it could, dependent upon its
duration, have a material impact on the Company's business and financial
condition. Simple failures can be repaired and returned to production within a
matter of hours with no material impact. Unanticipated failures with a longer
service disruption period could have a more serious impact. For this reason,
the Company is placing significant emphasis on risk management and Year 2000
business resumption contingency planning in 1999 by modifying its existing
business resumption and disaster recovery plans to address potential Year 2000
issues.

     The actions taken by management under the Year 2000 Project Plans are
intended to significantly reduce the Company's risk of a material business
interruption based on the Year 2000 issues. It should be noted that the Year
2000 computer problem, and its resolution, is complex and multifaceted, and any
company's success cannot be conclusively known until the Year 2000 is reached.
In spite of its efforts or results, the Company'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. It is
anticipated that there may be problems that will have to be resolved in the
ordinary course of business on and after the Year 2000. However, the Company
does not believe that the problems will have a material adverse affect on the
Company's operations or financial condition.

                                      141
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

         NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS--(CONTINUED)
                            (DOLLARS IN THOUSANDS)
12. RECONCILIATION OF CAPITAL AND SURPLUS AND NET INCOME

     The following table reconciles capital and surplus and net income as
reported in the Annual Statement filed with the Insurance Department of the
State of Ohio, to the amounts reported in the accompanying financial
statements:

<TABLE>
<CAPTION>
                                                                              YEAR ENDED
                                                          DECEMBER 31,       DECEMBER 31,
                                                              1998               1998
                                                         --------------   ------------------
                                                          TOTAL CAPITAL
                                                           AND SURPLUS     NET INCOME/(LOSS)
                                                         --------------   ------------------
<S>                                                      <C>              <C>
    Amounts reported in Annual Statement .............      $148,038           $    528
    Adjustment to federal income tax benefit .........        (4,458)            (4,458)
                                                            --------           --------
    Amounts reported herein ..........................      $143,580           $ (3,930)
                                                            ========           ========
</TABLE>


                                      142
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       SUMMARY OF INVESTMENTS OTHER THAN
                        INVESTMENTS IN RELATED PARTIES
                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1998

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 ................................    $  19,899      $ 20,673         $  19,899
   States, municipalities and political subdivisions .........        6,676         6,930             6,676
   Public utilities ..........................................       18,792        19,359            18,792
   All other corporate bonds .................................      139,330       145,594           139,330
                                                                  ---------      --------         ---------
  Total fixed maturities .....................................      184,697       192,556           184,697
  EQUITY SECURITIES
  Common stocks:
   Affiliated entities .......................................          243                             704
   Industrial, miscellaneous and all other ...................          302                             384
                                                                  ---------                       ---------
  Total equity securities ....................................          545                           1,088
  Mortgage loans on real estate ..............................        9,916                           9,916
  Real estate ................................................       34,583                          34,583
  Policy loans ...............................................      112,982                         112,982
  Other invested assets ......................................          396                             396
  Cash and short-term investments ............................       73,808                          73,808
  Investment properties ......................................       11,594                          11,594
                                                                  ---------                       ---------
  Total investments ..........................................    $ 429,655                       $ 429,064
                                                                  =========                       =========
</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.

                                      143
<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, 1998
  Individual life ................    $ 221,050       $  8,624    $   474,120     $  9,884    $ 122,542    $ 230,368
  Group life .....................       10,546            100          1,933          723        1,962        2,281
  Annuity ........................      265,418            509        794,841       25,708      545,532       91,505
                                      ---------       --------    -----------     --------    ---------    ---------
                                      $ 497,014       $  9,233    $ 1,270,894     $ 36,315    $ 670,036    $ 324,154
                                      =========       ========    ===========     ========    =========    =========
  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
                                      =========       ========    ===========     ========    =========    =========
</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.

                                      144
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                                  REINSURANCE
                            (DOLLARS IN THOUSANDS)

SCHEDULE IV

<TABLE>
<CAPTION>
                                                                      ASSUMED                     PERCENTAGE
                                                      CEDED TO         FROM                       OF AMOUNT
                                        GROSS           OTHER          OTHER           NET         ASSUMED
                                        AMOUNT        COMPANIES      COMPANIES        AMOUNT        TO NET
                                   --------------- -------------- -------------- --------------- -----------
<S>                                <C>             <C>            <C>            <C>             <C>
  YEAR ENDED DECEMBER 31, 1998
  Life insurance in force ........  $ 51,064,173    $ 9,862,460    $        --    $ 41,201,713    0.0%
                                    ============    ===========    ===========    ============    ===
  Premiums:
   Individual life ...............  $    493,633    $    19,512    $        --    $    474,121    0.0%
   Group life and health .........         1,691            220            461           1,932   23.8
   Annuity .......................       850,428         55,587             --         794,841    0.0
                                    ------------    -----------    -----------    ------------   ----
                                    $  1,345,752    $    75,319    $       461    $  1,270,894    .03%
                                    ============    ===========    ===========    ============   ====
  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           2389           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%
                                    ============    ===========    ===========    ============   ====
</TABLE>

                                      145

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

                                      II-2

<PAGE>

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

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

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

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

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

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

           SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

                                 ARTICLE EIGHTH

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

                                      II-3

<PAGE>

unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was unlawful.

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

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

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

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

                                      II-4

<PAGE>

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

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

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

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

                 AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

                                    ARTICLE V

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                              RULE 484 UNDERTAKING

     Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and

                                      II-5
<PAGE>

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 145 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) Amendment to Master Service and Distribution Compliance
                Agreement (5)
            (c) Form of Broker/Dealer Supervisory and Service Agreement (5)
            (d) Principal Underwriting Agreement (5)
            (e) First Amendment to Principal Underwriting Agreement (5)
        (4) Not Applicable
        (5) Specimen Modified Single Premium Variable Life Insurance Policies(6)
            (a) Individual Policy Form (VL10)(6)
            (b) Joint Policy Form (JL10)(6)
            (c) Guaranteed Minimum Death Benefit Rider (GDB01)
            (d) Dollar Cost Averaging Endorsement (ESI02)
            (e) Asset Rebalancing Program Endorsement (ESI04)
            (f) Preferred Loan Endorsement (ESI01)
        (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


                                      II-6

<PAGE>



        (10) Application for Modified Single Premium Variable Life Insurance
             Policy
        (11) Memorandum describing issuance, transfer and redemption procedures

2.  See Exhibit 1.A.

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 (3)
    (b)   Power of Attorney - James R. Walker (4)


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

(1) This exhibit was previously filed on Post-Effective Amendment No. 28 to Form
    S-6 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. 16 to Form
    S-6 Registration Statement dated April 21, 1998 (File No. 33-31140) and is
    incorporated herein by reference.

(4) 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.

(5) This exhibit was previously filed on Post-Effective Amendment No. 4 to Form
    S-6 Registration Statement dated April 21, 1999 (File No. 333-23359) and is
    incorporated herein by reference.

(6) This exhibit was previously filed on the Initial Registration Statement on
    Form S-6 dated December 4, 1998 (File No. 333-68367) and is incorporated
    herein 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 its
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of St. Petersburg, County of Pinellas, Florida on this 11th day of June,
1999.

(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                         Chairman of the Board,
Secretary and General                             Chief Executive Officer
Counsel                                           and President

(SEAL)

        Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to this 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                                      June 11, 1999
- ---------------------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President


/s/  ALLAN J. HAMILTON                                   June 11, 1999
- ----------------------------------
Allan J. Hamilton, Vice President,
Treasurer and Controller


/s/ ALAN M. YAEGER                                       June 11, 1999
- -----------------------------------
Alan M. Yaeger, Executive Vice
President, Actuary and Chief

Financial Officer*

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



<PAGE>



/s/ PATRICK S. BAIRD                                  June 11, 1999
- ---------------------------------
Patrick S. Baird, Director **/


/s/ JAMES R. WALKER                                   June 11, 1999
- ---------------------------------
James R. Walker, Director **/


/s/ LYMAN H. TREADWAY                                 June 11, 1999
- ---------------------------------
Lyman H. Treadway, Director **/


/s/ JACK E. ZIMMERMAN                                 June 11, 1999
- ---------------------------------
Jack E. Zimmerman, Director **/


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


<PAGE>


                                  EXHIBIT INDEX

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

1.A.(5)(c)    Guaranteed Minimum Death Benefit Rider (GDB01)

1.A.(5)(d)    Dollar Cost Averaging Endorsement (ESI02)

1.A.(5)(e)    Asset Rebalancing Program Endorsement (ESI04)

1.A.(5)(f)    Preferred Loan Endorsement (ESI01)

1.A.(10)      Application for Modified Single 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 1.A.(5)(c)

                 Guaranteed Minimum Death Benefit Rider (GDB01)



<PAGE>
================================================================================

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

================================================================================

                     GUARANTEED MINIMUM DEATH BENEFIT RIDER

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

IN THIS RIDER, the Insured will be referred to as YOU or YOUR. If issued to
Joint Insureds, YOU or YOUR refers to the younger Joint Insured covered under
the Policy. Western Reserve Life Assurance Co. of Ohio will be referred to as
WE, OUR or US.

GENERAL           This Rider is part of the Policy. It is subject to all the
                  terms of this Rider and the Policy. This Rider has no Cash
                  Value.

BENEFIT           If the Net Surrender Value on any Monthiversary is not
                  sufficient to cover the monthly deductions on such day, then
                  coverage will be provided as indicated below, and no grace
                  period will begin, provided no policy loans have been taken
                  under the Policy.

                  If a death benefit is payable due to the provisions of this
                  Rider, then the following minimum death benefit is applicable:

                  During the first fifteen policy years, or before the
                  Anniversary next following Your 75th birthday, if sooner, the
                  minimum death benefit payable will be as provided in the Death
                  Benefit Provisions of the Policy to which this Rider is
                  attached.

                  After the first fifteen policy years, or on or after the
                  Anniversary next following Your 75th birthday, if sooner, the
                  minimum death benefit payable will be the Initial Premium,
                  reduced by any partial withdrawals.

                  However, in no event will this minimum death benefit ever be
                  less than $1,000.

CONSIDERATION     This Rider is issued in consideration of:

                  1.   the application for this Rider; and
                  2.   payment of the Initial Premium.

INCONTESTABILITY  This Rider shall be incontestable after it has been In Force
                  while You are still alive, for two years after the effective
                  date of this Rider.

SUICIDE           This Rider is issued on the same date as the Policy and the
                  Suicide Provision of the Policy is applicable to this Rider.


<PAGE>



TERMINATION       This Rider will terminate on the earliest of:

                  1.    the date the Policy terminates;
                  2.    the date any policy loan is taken under the Policy;
                  3.    the  Monthiversary on which this Rider is terminated by
                        written request from the Owner.

MONTHLY CHARGE    On the Policy Date and each Monthiversary thereafter, a
                  monthly charge will be deducted from the Policy Cash Value for
                  this Rider. The monthly charge will be equal to:

                  1.    0.02% multiplied by the sum of the Subaccount Values, if
                        any, on the Valuation Date of each Monthiversary; plus
                  2.    0.02% multiplied by the Fixed Account value on the
                        Valuation Date of each monthly deduction.

EFFECTIVE DATE    This Rider is effective as of the Policy Date.


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


                             /s/ WILLIAM H. GEIGER
                             ---------------------
                                    Secretary





                               Exhibit 1.A.(5)(d)

                    Dollar Cost Averaging Endorsement (ESI02)



<PAGE>

================================================================================

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

================================================================================

                                   ENDORSEMENT

- --------------------------------------------------------------------------------
This Endorsement is made a part of the Policy to which it is attached.


 DOLLAR COST        We will automatically transfer pre-determined amounts from
 AVERAGING          the designated Account to any other Subaccount in accordance
                    with the Owner's current allocation instructions. The
                    transfers will be made on a monthly basis and under the
                    following conditions:

                    1.  We must receive proper written election of this option
                        on a form provided by Us;
                    2.  The entire Initial Premium must be allocated to the
                        designated Dollar Cost Averaging Account;
                    3.  No less than the designated amount for this option on
                        the date Dollar Cost Averaging begins may be transferred
                        each month.

                    The first transfer will occur on the Monthiversary following
                    the Policy Date. Each transfer which occurs under the Dollar
                    Cost Averaging option will be without charge and will not be
                    counted toward the number of transfers allowed without
                    charge under the Policy.

                    Dollar Cost Averaging will terminate if We receive:

                    1.  Written instruction from the Owner for cancellation;
                    2.  Election to participate in any Asset Rebalancing
                        Program; or
                    3.  Notification of election to participate in any asset
                        allocation service provided by a third party.

                    We reserve the right to discontinue, modify or suspend
                    Dollar Cost Averaging at any time following prior written
                    notification to all policyowners.

Except as otherwise set forth above, this Endorsement is subject to the
exclusions, definitions and provisions of the Policy.

Signed for Us at Our Office in Clearwater, Florida.

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





                               Exhibit 1.A.(5)(e)

                  Asset Rebalancing Program Endorsement (ESI04)


<PAGE>

================================================================================

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

================================================================================

                                   ENDORSEMENT

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

The following provision is added to this Policy, effective as of the date We
receive Your written request to participate in the Asset Rebalancing Program.

ASSET REBALANCING   The Owner may instruct Us to  automatically transfer Cash
PROGRAM             Values among the Subaccounts for purposes of maintaining a
                    particular percentage allocation among the Subaccounts.

                    The Cash Value allocated to each Subaccount will grow or
                    decline in value at different rates. The Asset Rebalancing
                    Program automatically reallocates the Cash Value in the
                    Subaccounts at the end of each period to pro-rata match the
                    Owner's current Subaccount allocation schedule.

                    1.  We must receive written election of this option on a
                        form provided by Us;
                    2.  Asset Rebalancing is only available prior to the
                        Maturity Date;
                    3.  Cash Values in the Fixed Account are not eligible for
                        Asset Rebalancing.

                    The Owner may elect for rebalancing to occur on each
                    quarter, semi-annual or annual Anniversary. Following
                    receipt of written request, the initial rebalancing will
                    occur on the next such Anniversary, and will occur in
                    accordance with the current Premium allocation.

                    Asset Rebalancing is not available and will terminate if:

                    1.  Dollar Cost Averaging is elected;
                    2.  The Owner participates in any asset allocation service
                        provided by a third party;
                    3.  We receive a request to discontinue participation; or
                    4.  A transfer is made to, or from, any Subaccount other
                        than under a scheduled rebalancing.


<PAGE>

                    Each reallocation which occurs under Asset Rebalancing will
                    be counted towards the number of transfers allowed without
                    charge.

                    We reserve the right to limit re-entry into the Asset
                    Rebalancing Program following termination to once per Policy
                    Year.

We reserve the right to discontinue, modify or suspend the Asset Rebalancing
Program at any time, following proper written notification to all policyholders.

Signed for Us at Our Office in Clearwater, Florida.

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





                               Exhibit 1.A.(5)(f)

                       Preferred Loan Endorsement (ESI01)



<PAGE>

================================================================================

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

================================================================================

                                   ENDORSEMENT

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

This Endorsement is made a part of the Policy to which it is attached. The
Policy Loans Provision of the Policy Value Provisions is hereby expanded by
adding the following:

PREFERRED LOANS     While this Policy is In Force, the Owner may borrow
                    against this Policy an amount which is equal to the amount
                    of the Cash Value in excess of total premiums paid, less any
                    outstanding policy loans and less accrued loan interest.
                    This amount, if any, will be processed as a Preferred Loan.
                    Interest credited to Preferred Loans will be at the same
                    rate as the policy loan interest rate, payable annually in
                    arrears. Any existing loan, other than an existing Preferred
                    Loan, will not be eligible for a Preferred Loan rate.

                    We reserve the right to discontinue, modify, or suspend
                    Preferred Loans at any time, following prior written
                    notification to all policyowners.

Except as otherwise set forth above, this Endorsement is subject to the
exclusions, definitions and provisions of the Policy.

Signed for Us at Our Office in Clearwater, Florida.

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




                                 Exhibit 1.A(10)

     Application for Modified Single Premium Variable Life Insurance Policy
<PAGE>


THE WRL FREEDOM NAVIGATOR




                                                            Western Reserve Life
                                                           Assurance Co. of Ohio
- --------------------------------------------------------------------------------
APPLICATION FOR
LIFE INSURANCE




                   Western Reserve Life Assurance Co. of Ohio

                               Cedar Rapids, Iowa

6200VL R1198
<PAGE>

NOTICE TO PROPOSED INSURED
- --------------------------------------------------------------------------------

Thank you for your application. We appreciate your efforts in completing each
part of the application truthfully, accurately, and completely.


Once we receive your application, we will begin an evaluation process called
underwriting to determine whether you are eligible for insurance and, if so, the
rate you should pay for that insurance. We may find that we are unable to give
you the insurance you have applied for or that we are able to give it to you
only on a modified basis or at a rate greater than our lowest rate. For example,
if you have ever used any kind of tobacco or any other nicotine product, you may
not be eligible for our lowest rate. Your application will be our primary source
of information; therefore, it must be true, complete, and accurate. You must
inform us of a change to any answer in any part of your application before
accepting delivery of a policy; in fact, you agree to do so when you sign your
application. We may seek information from other sources to help us evaluate the
information you give us on your application.
- --------------------------------------------------------------------------------
CONTESTABILITY
- --------------------------------------------------------------------------------

We strongly urge you to review the completed application closely for accuracy.
During the first two policy years, a claim may be denied or your coverage may be
rescinded or contested by a lawsuit if the application is incomplete or if it
contains false statements, misrepresentations, acts, omissions, or is procured
by fraud. If the policy is rescinded or the lawsuit is successful, the policy
will be void and coverage will be lost. Any policy that is delivered to you will
indicate when and under what circumstances it may be contested. Please be aware
that if the application contains false or deceptive statements and you submitted
it with the intent to defraud or to facilitate fraud against us, you may also be
guilty of insurance fraud.
- --------------------------------------------------------------------------------
REPLACEMENT OF EXISTING COVERAGE
- --------------------------------------------------------------------------------

If you intend to replace existing coverage, tell the agent of your intention and
answer "yes" to the replacement question in the application; state law may
require the agent to give you information that will help you compare the policy
you are applying for with the policy you intend to replace. If you are undecided
about keeping existing coverage, indicating an intention to replace existing
coverage may help you get the information you need to make a decision. If you do
replace existing coverage, the new policy may contain new suicide and
contestable periods. The following would be considered replacement; you stop
paying premiums for the insurance for which you are applying. State laws define
replacement to include other situations. Please ask your agent if you are
unsure.
- --------------------------------------------------------------------------------
INSURANCE INFORMATION PRACTICES
- --------------------------------------------------------------------------------

We will rely primarily on information provided by you. We may supplement that
information with information from other sources such as medical professionals
who have treated you. In some cases, we may ask a consumer reporting agency to
collect information and submit an investigative consumer report to us as
explained in this Notice under Federal Fair Credit Reporting Act. You may
request to be interviewed in connection with the preparation of this report. You
have the right to be told about, and to see and copy if you wish, items of
personal information about you that appear in our files, including information
contained in investigate consumer reports. You also have the right to seek
correction of information you believe to be inaccurate. We will send you a more
detailed explanation of our information practices if you send us a written
request. You may send your request to the Director of Underwriting, P.O. Box
3183, Cedar Rapids, Iowa 52406-3183.
- --------------------------------------------------------------------------------
FAIR CREDIT REPORTING PRE-NOTICE
- --------------------------------------------------------------------------------

A routine investigative consumer report may possibly be made regarding your
general reputation, character, mode of living, and personal characteristics.
This information may be obtained through personal interviews with your friends,
neighbors and associates. Should you desire additional information on the nature
and scope of such a report, you may write the underwriting department, P.O. Box
3183, Cedar Rapids, Iowa 52406-3183. You have the right to request additional
information concerning the nature and scope of the investigation to be
performed. A summary of your rights is set forth on the attached signature page
of the application. To make this request, you must write the Underwriting
Department, P.O. Box 3183, Cedar Rapids, Iowa 52406-3183.
- --------------------------------------------------------------------------------
MIB DISCLOSURE NOTICE
- --------------------------------------------------------------------------------

Information regarding your insurability will be treated as confidential. The
Company or its reinsurers may, however, make a brief report to the Medical
Information Bureau, a non-profit membership organization of life insurance
companies, which operates an information exchange on behalf of its members. If
you apply to another Bureau member for life or health insurance coverage, or a
claim for benefits is submitted to such a Company, the Bureau, upon request,
will supply such company with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of the
information in the Bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02122, telephone number
(617) 426-3660.

The Company or its reinsurers may also release information in file to other life
insurance companies to whom you may apply for life or health insurance or to
whom a claim for benefits may be submitted.

- --------------------------------------------------------------------------------
6200VL R1198                                                              Page 2
<PAGE>

APPLICATION FOR LIFE INSURANCE        WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO


- --------------------------------------------------------------------------------
Part I PLAN OF INSURANCE
- --------------------------------------------------------------------------------
Plan of Insurance:                 Premium Amount: $      Face Amount: $
- --------------------------------------------------------------------------------
Part II PRIMARY INSURED INFORMATION
- --------------------------------------------------------------------------------
Name:                      Social Security Number:     Sex: [ ] Male [ ] Female
- --------------------------------------------------------------------------------
Street Address:                     Date of Birth:               Age:
- --------------------------------------------------------------------------------
City:                               Place of Birth (State or County):
- --------------------------------------------------------------------------------
State:              ZIP Code:       Occupation:
- --------------------------------------------------------------------------------
Beneficiary:                   Relationship to Insured:
- --------------------------------------------------------------------------------
Contingent Beneficiary:        Relationship to Insured:
- --------------------------------------------------------------------------------
Will this policy replace or change any existing life insurance or annuity
policy(ies)?                            [ ] Yes    [ ] No
- --------------------------------------------------------------------------------
If yes, indicate policy number(s) and Company names(s)?
- --------------------------------------------------------------------------------
Is this intended to be a 1035 Exchange? [ ] Yes [ ] No
Indicate Exchange amount:
- --------------------------------------------------------------------------------
If this policy will replace an existing policy, complete required replacement
forms.

- --------------------------------------------------------------------------------
Part IIA JOINT INSURED INFORMATION
- --------------------------------------------------------------------------------
Name:                      Social Security Number:     Sex: [ ] Male [ ] Female
- --------------------------------------------------------------------------------
Street Address:                     Date of Birth:               Age:
- --------------------------------------------------------------------------------
City:                               Place of Birth (State or County):
- --------------------------------------------------------------------------------
State:              ZIP Code:       Occupation:
- --------------------------------------------------------------------------------
Part III CONTACT INFORMATION
- --------------------------------------------------------------------------------
Insured's Home Telephone           Business Telephone            Fax:
- --------------------------------------------------------------------------------
Preferred Place to call: [ ] Home [ ] Business
Best time to call:       [ ] A.M. [ ] P.M.
- --------------------------------------------------------------------------------
Special Comments:
- --------------------------------------------------------------------------------
Part IV OWNER INFORMATION: (if other than proposed insured)
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Street Address:                                        Date of Birth:
- --------------------------------------------------------------------------------
City:                              State:              ZIP Code:
- --------------------------------------------------------------------------------
Relationship To Insured:                Social Security Or Tax ID Number:
- --------------------------------------------------------------------------------
Part V BASIC HEALTH QUESTIONS
- --------------------------------------------------------------------------------
A. Primary Insured:  Height:  Weight:        Joint Insured: Height:   Weight:
- --------------------------------------------------------------------------------
B. Within the last 5 years, has any Proposed Insured been treated for or been
   told by a member of the medical profession that you had heart disease or
   circulatory problems, stroke, cancer, diabetes, kidney or liver disorder,
   lung or respiratory disorder, Alzheimer's Disease, mental or psychiatric
   disorder, alcohol or drug abuse? If yes, please circle the applicable
   ailment(s).                                                    [ ] Yes [ ] No
- --------------------------------------------------------------------------------
C. Within the last 10 years, has any Proposed Insured been diagnosed by a member
   of the medical profession as having AIDS (Acquired Immune Deficiency
   Syndrome), or have you tested positive for HIV (Human Immunodeficiency
   Virus)?                                                        [ ] Yes [ ] No
- --------------------------------------------------------------------------------
D. Within the past 12 months, has any Proposed Insured, smoked cigarettes,
   cigars, pipes or used chewing tobacco?                         [ ] Yes [ ] No
   If "yes", please circle applicable insured:   Primary Insured   Joint Insured
- --------------------------------------------------------------------------------
E. Within the past 12 months, has any Proposed Insured been admitted to a
   hospital or nursing home?                                      [ ] Yes [ ] No
- --------------------------------------------------------------------------------
F. Has any Proposed Insured ever been declined, rated or postponed for insurance
   or reinstatement of life, accident or sickness insurance or has a policy ever
   been cancelled or renewal refused?                             [ ] Yes [ ] No
- --------------------------------------------------------------------------------
Part VI SPECIAL REQUEST
- --------------------------------------------------------------------------------
If this life insurance cannot be issued, do you want to apply for an annuity
policy?                                                           [ ] Yes [ ] No
- --------------------------------------------------------------------------------
6200VL R1198                                                              Page 3
<PAGE>
- --------------------------------------------------------------------------------
MEDICAL QUESTIONNAIRE
- --------------------------------------------------------------------------------

NOTE: QUESTIONS APPLY TO EACH PERSON PROPOSED FOR INSURANCE.
                                                                       YES    NO

   A. To the best of your knowledge, has any Proposed Insured within
      the last 10 years had or been told by a member of the medical
      profession that he or she had:
      1. Heart murmur, high blood pressure, chest pain, heart
         attack, stroke, or other disorder of the heart or
         circulatory system? ..........................................[ ]   [ ]

      2. Asthma, Emphysema, Chronic Bronchitis or any other
         Respiratory disorder, colitis, ulcer, or any other
         gastrointestinal disorder; hepatitis, liver or kidney
         disorder? ....................................................[ ]   [ ]

      3. Cancer, tumor, polyp, breast, prostate or any other
         reproductive disorder; or any thyroid or endocrine
         disorder? ....................................................[ ]   [ ]

      4. Brain, mental, nervous or seizure disorder; or any paralysis
         or suicide attempt? ..........................................[ ]   [ ]

      5. Diabetes, sugar, albumin, blood or pus in the urine?..........[ ]   [ ]

   B. To the best of your knowledge has any Proposed Insured within
      the last 10 years had or been told by a member of the medical
      profession that he or she had: ..................................[ ]   [ ]

      1. Used amphetamines, heroin, cocaine, marijuana or any other
         illegal or controlled substance except as prescribed by a
         physician? ...................................................[ ]   [ ]

      2. Been on or are now on prescribed medication or diet? .........[ ]   [ ]

      3. Had or been advised to have any hospitalization, surgery
         or any diagnostic test including, but not limited to,
         electrocardiograms, blood studies, scans, MRI's or other
         test? ........................................................[ ]   [ ]

      4. An examination, treatment, or consultation with a doctor
         other than above? ............................................[ ]   [ ]

      5. Have or have had a parent, brother or sister who has/had
         coronary artery death or disease prior to age 60? ............[ ]   [ ]

      6. Sought or been advised to seek treatment, limit or discontinue
         use of alcohol? ..............................................[ ]   [ ]

   C. To the best of your knowledge have you or any Proposed Insured
      in the last 10 years:

      1. Ever piloted a plane, helicopter or glider, or have any
         intentions of piloting an aircraft? ..........................[ ]   [ ]

      2. Ever participated in any sport, avocation or hobby such as
         skin-diving, skydiving, automobile or motorcycle racing,
         mountain climbing, or have you any intention to do so? .......[ ]   [ ]

      3. Has any Proposed Insured had their driver's license restricted,
         revoked, or been cited for a moving violation? ...............[ ]   [ ]
         Give reason, Driver's License Number and Licensed State.

   D. Has any Proposed insured ever been convicted of a misdemeanor or
      felony? .........................................................[ ]   [ ]

   E. Is there an application for life, accident or sickness insurance
      now pending or contemplated on any proposed insured with this or
      any other company? ..............................................[ ]   [ ]

DETAILS OF "YES" ANSWERS. Include: a. Identity of person, b. Question number,
c. Diagnosis and treatment, d. Results, e. Dates and durations, f. Names and
addresses of all attending physicians and medical facilities.





I represent that the above statements and answers are full, complete and true to
the best of my knowledge and belief. I also agree that the above Medical
Questionnaire is part of the application and as such is subject to all terms and
conditions contained in the application.

- ------------------------------------      --------------------------------------
Date                                      Signature of Proposed Insured


                                          --------------------------------------
                                          Signature of Joint Insured

- --------------------------------------------------------------------------------
6200VL R1198                                                             Page 3A
<TABLE>
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
Part VII PERSONAL FINANCIAL STATEMENT                       Part VIII ADDITIONAL BENEFITS - PRIMARY INSURED ONLY
- ----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
A) Gross Income Current Yr  $____ ____ ____                 [ ] Asset Rebalancing

B) Gross Income Previous Yr $____ ____ ____                 [ ] Dollar Cost Averaging

C) Net Worth                $____ ____ ____                 [ ] Guaranteed Death Benefit Rider
For over $1 million applied coverage complete
a separate financial questionnaire
- ----------------------------------------------------------------------------------------------------------------
Part IX SUITABILITY FOR VARIABLE LIFE INSURANCE POLICY - COMPLETE FOR ALL VARIABLE PLANS
- ----------------------------------------------------------------------------------------------------------------
A) Have you, the Proposed Insured, and Purchaser, if other than the
   Proposed Insured, received the current Prospectus for the policy?                    [ ] Yes [ ] No
B) DO YOU UNDERSTAND THAT UNDER THE POLICY APPLIED FOR (EXCLUSIVE OF ANY OPTIONAL
   BENEFITS), THE AMOUNT OF DEATH BENEFIT AND THE ENTIRE AMOUNT OF THE POLICY CASH
   VALUE MAY INCREASE OR DECREASE DEPENDING UPON THE INVESTMENT EXPERIENCE?             [ ] Yes [ ] No
C) With this in mind, is the policy in accord with your insurance objectives and your
   anticipated financial needs?                                                         [ ] Yes [ ] No
- ----------------------------------------------------------------------------------------------------------------
Part X TO BE COMPLETED BY APPLICANT/OWNER
- ----------------------------------------------------------------------------------------------------------------
Telephone Transfer Authorization: (See Prospectus for telephone transfer procedures.)
Your policy applied for, if issued, will automatically receive telephone transfer
privileges described in the applicable prospectus unless instructions to the contrary
are indicated below. These privileges allow you to give the registered
representative/agent of record for this policy authority to make telephone transfers
and to change the allocation future payments among the Sub-Accounts and the Fixed
Account on your behalf according to your instructions.

     [ ] I do NOT want telephone transfer privileges.

Western Reserve Life will not be liable for complying with telephone instructions
it reasonably believes to be authentic, nor for any loss, damage, costs or expenses
in acting on such telephone instructions, and Policyowners will bear the risk of any
such loss. Western Reserve Life will employ reasonable procedures to confirm that telephone
instructions genuine. If Western Reserve Life 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 instruction, providing written confirmation of such transactions to
Policyowners and/or tape recording of telephone transfer request instructions received.
- ----------------------------------------------------------------------------------------------------------------
Part XI ACCOUNT ALLOCATIONS - (FOR VARIABLE PLANS ONLY) MUST EQUAL A WHOLE NUMBER AND TOTAL 100%
- ----------------------------------------------------------------------------------------------------------------
MONEY MARKET             ______%   VALUE EQUITY             ______%   AGGRESSIVE GROWTH        ______%

GROWTH FUND              ______%   US EQUITY                ______%   GROWTH AND INCOME        ______%

EMERGING GROWTH          ______%   REAL ESTATE SECURITIES   ______%   CASE GROWTH              ______%

GLOBAL ACCOUNT           ______%   BOND FUND                ______%   INTERNATIONAL EQUITY     ______%

BALANCED FUND            ______%   THIRD AVENUE VALUE       ______%   FIXED ACCOUNT            ______%

TACTICAL ASSET ALLO.     ______%   STRATEGIC TOTAL RETURN   ______%   OTHER                    ______%
- ----------------------------------------------------------------------------------------------------------------
Part XII INVESTMENT OBJECTIVE
- ----------------------------------------------------------------------------------------------------------------
[ ] Safety of Principal

[ ] Income

[ ] Long-Term Growth

[ ] Trading Profits

[ ] Other

    ____________________________

- ----------------------------------------------------------------------------------------------------------------
</TABLE>
6200VL R1198                                                              Page 4
<PAGE>
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER STATEMENT
- --------------------------------------------------------------------------------
Taxpayer Identification Number (of) policyowner:________________________________
                                                    Social Security Number or
                                                 Taxpayer Identification Number
- --------------------------------------------------------------------------------
Check the box if you ARE NOT subject to     Check the box if you ARE subject to
backup withholding under the provisions     backup withholding under the
of section 3406(a)(1)(C) of the Internal    provisions of  section 3406(a)(1)(C)
Revenue Code...................[ ]          of the Internal Revenue Code.....[ ]
- --------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of
this document other than the following certification required to avoid backup
withholding.
- --------------------------------------------------------------------------------
Under penalties of perjury, I hereby certify (1) that the Social Security or
Taxpayer I.D. number listed above is correct and (2) that my current status
regarding backup withholding is correct.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
I agree that: (1) If the receipt is issued in return for the full first premium,
the Company's liability will be as set forth in such receipt. If the receipt has
not been issued, the Company shall incur liability under this application only
when a policy has been delivered and the full first premium specified in the
policy has been paid during the lifetime and continued insurability of the
Persons to be insured, as determined by the Company from this application. (2)
No modification may be made to the policy or no right of the Company waived
unless agreed to in writing and signed by: (A) The President; (B) The Vice
President; or (C) The Secretary of the Company.

The Proposed Insured acknowledges receipt of the MIB Disclosure Notice and Fair
Credit Reporting Pre-Notice.

I represent that all the statements and answers in this application are complete
and true to the best of my knowledge and belief. I agree that the statements and
answers given in this application, and any amendments or application supplements
to it will be the basis of any insurance issued.

Unless we have been notified of a community or marital property interest in this
policy, we will rely on our good faith belief that no such interest exists and
will assume no responsibility for inquiry.

AUTHORIZATION: I hereby authorize any licensed physician, medical practitioner,
hospital, clinic or medically related facility, insurance company, the Medical
Information Bureau, consumer reporting agency, or other organization, employer,
institution or person that has any records or knowledge of me or my health (or
of additional insured(s), if included in the coverage applied for), to give to
the Company, or its reinsurers, any such information. This includes information
about drugs and alcohol and about diagnosis, treatment and prognosis of any
physical or mental condition, as well as any other non-medical information. A
photographic copy of this authorization shall be as valid as the original. The
authorization will be valid from the date signed for a period of two and one
half years.

I also hereby authorize the Company to provide its affiliated companies any and
all information provided herein and obtained hereafter on me. This authorization
shall be valid from the date signed below until affirmatively withdrawn in
writing by myself.
- --------------------------------------------------------------------------------
Signed at: (City and State)                            Date:
- --------------------------------------------------------------------------------
Signature of Proposed Primary Insured
- --------------------------------------------------------------------------------
Signature of Owner (if other than Proposed Insured)
- --------------------------------------------------------------------------------
Signature of Proposed Joint Insured
- --------------------------------------------------------------------------------
TO BE COMPLETED BY AGENT
- --------------------------------------------------------------------------------
Do you have reason to believe the policy applied for is to replace or change any
existing annuity or insurance owned by the applicant?
[ ] Yes [ ] No (If Yes, include state replacement forms if applicable)
- --------------------------------------------------------------------------------
If yes, indicate policy number(s) and Company name(s):
- --------------------------------------------------------------------------------
Did you give the "MIB Disclosure Notice" to the Proposed Insured? [ ] Yes [ ] No
- --------------------------------------------------------------------------------
Did you comply with all requirements relative to obtaining Informed Consent for
HIV and AIDS testing?    [ ] Not required [ ] Yes [ ] No
- --------------------------------------------------------------------------------
Signature of Agent                      Agent's State License Number:
- --------------------------------------------------------------------------------
Agent's Social Security Number:
- --------------------------------------------------------------------------------
Print Agent's Name:                                 Telephone Number:
- --------------------------------------------------------------------------------
6200VL R1198                                                              Page 5
<PAGE>


FRAUD WARNING
- --------------------------------------------------------------------------------

The following states require that insurance applicants (owners) acknowledge a
fraud warning statement. If you reside in one of the states listed below, please
refer to the applicable fraud warning.

- --------------------------------------------------------------------------------
For applicants (owners)in ARKANSAS, NEW MEXICO AND PENNSYLVANIA
- --------------------------------------------------------------------------------

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing
any materially false information or conceals for the purpose of misleading
information concerning any fact material thereto commits a fraudulent insurance
act, which is a crime and subjects such person to criminal and civil penalties.

Applicant's Signature                        Date
________________________________________________________________________________

- --------------------------------------------------------------------------------
For applicants (owners) in COLORADO
- --------------------------------------------------------------------------------

It is unlawful to knowingly provide false, incomplete, or misleading facts or
information to an insurance company for the purpose of defrauding or attempting
to defraud the company. Penalties may include imprisonment, fines denial of
insurance, and civil damages. Any insurance company or agent or an insurance
company who knowingly provides false, incomplete, or misleading facts or
information to the policyholder or claimant for the purpose of defrauding or
attempting to defraud the policyholder or claimant with regard to a settlement
or award payable from insurance proceeds shall be reported to the Colorado
Division of Insurance within the Department of Regulatory Agencies.

Applicant's Signature                        Date
________________________________________________________________________________

- --------------------------------------------------------------------------------
For applicants (owners) in FLORIDA
- --------------------------------------------------------------------------------

Any person who knowingly and with intent to injure, defraud, or deceive any
insurer files a statement of claim or an application containing any false,
incomplete, or misleading information is guilty of a felony in the third degree.

Applicant's Signature                        Date
________________________________________________________________________________

- --------------------------------------------------------------------------------
For applicants (owners) in KENTUCKY AND OHIO
- --------------------------------------------------------------------------------

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance containing any materially false
information or conceals, for the purpose of misleading, information concerning
any fact material thereto commits a fraudulent insurance act, which is a crime.

Applicant's Signature                        Date
________________________________________________________________________________

- --------------------------------------------------------------------------------
For applicants (owners) in NEW JERSEY
- --------------------------------------------------------------------------------

Any person who includes any false or misleading information on an application
for an insurance policy is subject to criminal and civil penalties.

Applicant's Signature                        Date
________________________________________________________________________________

- --------------------------------------------------------------------------------
For applicants (owners) in VIRGINIA
- --------------------------------------------------------------------------------

Any person who, with the intent to defraud or knowing that he is facilitating a
fraud against an insurer, submits an application or files a claim containing a
false or deceptive statement may have violated state law.

Applicant's Signature                        Date
________________________________________________________________________________



- --------------------------------------------------------------------------------
6200VL R1198                                                              Page 6
<PAGE>


CONDITIONAL RECEIPT (DO NOT COMPLETE AND GIVE TO APPLICANT UNLESS PAYMENT
IS MADE)
- --------------------------------------------------------------------------------

CONDITIONS UNDER WHICH THIS PAYMENT SHALL CAUSE CONDITIONAL COVERAGE TO TAKE
EFFECT
- --------------------------------------------------------------------------------

(1) Each and every person proposed for insurance must be insurable and
acceptable to the Company under its underwriting rules for the amount, plan and
risk classification applied for on the later of: (A) the date of application, or
(B) the date of completion of all medical tests and examinations required by the
Company. (2) Any check given for payment must be honored on first presentation.
(This receipt and all coverages applied for on the application are void if check
or draft received for payment of the initial premium is not honored for payment
on its first presentation.)

- --------------------------------------------------------------------------------
AMOUNT OF CONDITIONAL LIFE INSURANCE COVERAGE
- --------------------------------------------------------------------------------

If conditional coverage becomes effective under the terms of this receipt, then
the amount of conditional life insurance coverage on any person proposed for
insurance is the lesser of: (1) the amount of life insurance applied for on such
person, or (2) $300,000 reduced by the amounts payable under all other life
insurance or accidental death benefits then in force or pending with the
Company.

- --------------------------------------------------------------------------------
WHEN CONDITIONAL COVERAGE BEGINS
- --------------------------------------------------------------------------------

If the conditions listed above are fulfilled, then the amount of conditional
coverage specified above shall take effect on the later of (1) the date of the
application, or (2) the date of the completion of all medical tests and
examinations required by the Company. All conditional coverages for each and
every person proposed for insurance will be deemed void if the application
contains material misrepresentations or is fraudulently completed. Benefits
under this conditional receipt coverage will be denied if any person proposed
for insurance commits suicide.

- --------------------------------------------------------------------------------
WHEN CONDITIONAL COVERAGE ENDS
- --------------------------------------------------------------------------------

Conditional coverage shall terminate automatically, without notice, on the
earliest of the following dates: (1) the date the Company approves the policy as
applied for; (2) 10 days following any counter offer by the Company to offer
insurance to any person proposed for insurance under a different plan or at an
increased premium or on a different rate class; (3) 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 (4) at the beginning
of the 60th day following the date of this receipt.

- --------------------------------------------------------------------------------
CONDITIONAL RECEIPT
- --------------------------------------------------------------------------------

The Insurance Company has received from ________________________________________
this _____day of _____________, __________________a premium deposit of $________
in connection with an application for life insurance. Unless the conditions
stated above this receipt are fulfilled, no conditional coverage shall take
effect and this payment will be refunded. All premium checks must be made
payable to the Insurance Company indicated above. Do not make checks payable to
the agent or leave payee blank.

Date ____________________ Signature of Owner ___________________________________

Date ____________________ Signature of Agent ___________________________________


NOTE: If you do not receive a policy or refund of the amount you paid within 60
days from the date of this receipt please notify:

                   Western Reserve Life Assurance Co. of Ohio

                               Cedar Rapids, Iowa

                     P.O. Box 3183, Cedar Rapids 52406-3183

- --------------------------------------------------------------------------------
6200VL R1198                                                              Page 7
<PAGE>



                   Western Reserve Life Assurance Co. of Ohio

                               Cedar Rapids, Iowa

                     P.O. Box 3183, Cedar Rapids 52406-3183






                                 Exhibit 1.A(11)

       Memorandum describing issuance, transfer and redemption procedures


<PAGE>


                            DESCRIPTION OF ISSUANCE,
                       TRANSFER AND REDEMPTION PROCEDURES
                      FOR INDIVIDUAL AND JOINT SURVIVORSHIP
            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                    ISSUED BY
                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

          This document sets forth the administrative procedures, as required by
Rule 6e-3(T)(b)(12)(iii), that will be followed by Western Reserve Life
Assurance Co. of Ohio (the "Company" or "Western Reserve") in connection with
the issuance of WRL Freedom Navigator, its individual and joint survivorship
modified single premium variable life insurance policy ("Policy" or "Policies")
and acceptance of payments thereunder, the transfer of assets held thereunder,
and the redemption by owners of the Policy ("owners") of their interests in
those Policies. Terms used herein have the same definition as in the prospectus
for the Policy that is included in the current registration statement on Form
S-6 for the Policy (File No. 333-68367) as filed with the Securities and
Exchange Commission ("Commission" or "SEC").

I.        PROCEDURES RELATING TO PURCHASE AND ISSUANCE OF THE POLICIES AND
          ACCEPTANCE OF PREMIUMS

          A.  OFFER OF THE POLICIES, APPLICATION, INITIAL PREMIUM, AND ISSUANCE

              OFFER OF THE POLICIES. The Policies are offered and issued for a
              single premium pursuant to underwriting standards in accordance
              with state insurance laws. The initial premium for the Policies is
              not the same for all owners with the same specified amount.
              Insurance is based on the principle of pooling and distribution of
              mortality risks, which assumes that each owner pays an initial
              premium commensurate with the insured's (or joint insureds')
              mortality risk as actuarially determined utilizing factors such as
              age, gender, and rate class of the insured (or joint insureds).
              Uniform premiums for all insureds would discriminate unfairly in
              favor of those insureds representing greater risk. Although there
              is no uniform premium for all insureds, there is a uniform premium
              for all insureds of the same rate class, age, and gender and same
              specified amount.

              APPLICATION. Persons wishing to purchase a Policy must complete an
              application and submit it to the Company or through any licensed
              life insurance agent who is also a registered representative of a
              broker-dealer having a selling agreement with the principal
              underwriter for the Policy. The application must specify the name
              of the insured(s) and provide certain required information about
              the insured(s). The application must be accompanied by an initial
              premium, designate premium allocation percentages, and name the
              beneficiary. The minimum initial premium is $20,000. The Company
              determines the specified amount for a Policy based on the initial
              premium paid and other characteristics of the proposed insured (or
              joint insureds), such as age, gender and rate class. The Company
              bases the minimum initial premium for the owner Policy on the
              guideline single premium established under federal tax laws given
              the age, gender and rate class of the insured (or joint insured).

              RECEIPT OF APPLICATION AND UNDERWRITING. Upon receipt of the
              initial premium and a completed application in good order from an
              applicant, the Company will follow either simplified or expanded
              insurance underwriting procedures for life insurance designed to
              determine whether the proposed insured is insurable. This process
              may involve such verification procedures as medical examinations
              and may require that further information be provided about the
              proposed insured (or joint insured) before a determination can be
              made.

              Generally, Policies issued within the simplified issue age and
              premium limits will be underwritten on a simplified issue basis.
              Policies outside the simplified issue age limits or for premium
              amounts that exceed the simplified issue premium limit will be
              underwritten on an

<PAGE>

              expanded underwriting basis. For a single life Policy the
              simplified issue age and premium limits are as follows:

                      Issue Ages 35 - 49        $50,000
                      Issue Ages 50 - 80        $100,000

              If the Policy is issued from ages 18- 34 or 81 -90 or if the
              Policy is issued for an amount that exceeds the simplified issue
              premium limit, then the Policy will be underwritten on an expanded
              underwriting basis. For Joint Policies, the same basic
              requirements apply, but some additional conditions are required
              for simplified issue. These include: the insureds must be spouses,
              the minimum age for both insureds is 45, and the difference in age
              between the two insureds cannot exceed 20 years. The premium limit
              for a Joint Policy is based on the age of the younger insured. If
              the Policy fails to meet these requirements, it will be subject to
              expanded underwriting.

              The underwriting process determines the rate class to which the
              insured is assigned if the application is accepted. The Company
              currently places insureds in the following rate classes, based on
              the Company's underwriting: a male or female rate class, and a
              standard tobacco use or a select non-tobacco use rate class. This
              original rate class applies to the initial specified amount.

              The Company reserves the right to reject an application for any
              reason permitted by law. If an application is rejected, any
              premium received will be returned, without interest.

              ISSUANCE OF POLICY. When the underwriting procedure has been
              completed, the application has been approved, and an initial
              premium of sufficient amount has been received, the Policy is
              issued. This is the Policy date.

              The Policy date is the date when our underwriting process is
              complete, full life insurance coverage goes into effect, the
              Company issues the Policy, and the Company begins to deduct the
              daily and monthly insurance charges. The Policy date is shown on
              the schedule page of the Policy. It is also the date when,
              depending on the owner's state of residence, the Company will
              allocate the initial premium either to the reallocation account or
              to the subaccounts and fixed account options selected on the
              application. We measure Policy months, years, and anniversaries
              from the Policy date.

              INITIAL PREMIUM AND CONDITIONAL COVERAGE . An applicant must pay
              an initial premium with the application. If the insured qualifies
              for simplified underwriting, conditional coverage becomes
              effective as of the date the Company receives the initial premium
              of at least $20,000 and a completed application. If the insured
              does not qualify for simplified underwriting, conditional coverage
              begins on the date all medical tests and exams are completed.
              Conditional coverage is limited to the lesser of the specified
              amount applied for or $300,000 (reduced by all amounts payable
              under other life insurance or accidental death benefits that the
              insured (or joint insured) has in force or pending with the
              Company. Conditional coverage continues until the application is
              approved or other conditions specified in the prospectus are met.

              FAXED APPLICATION AND PAYMENT BY WIRE TRANSFER. The Company will
              accept the initial premium by wire transfer and Policy
              applications by fax under the following conditions:

               o   If the owner wishes to make payments by wire transfer, the
                   owner should instruct his or her bank to wire federal funds
                   to the Company.
               o   If the owner sends the initial premium by wire transfer, the
                   owner must, at the same time, send a completed application by
                   faxed transmission and send the signed application to the
                   Company's office.
               o   If the Company accepts the initial premium payment by wire
                   transfer accompanied by a faxed application, the Company will
                   allocate the premium on the Policy date (or


<PAGE>

                   reallocation date if the owner resides in a state that
                   requires the full refund of premium during the free look
                   period) according to the owner's instructions once the
                   application is received.
               o   If the owner sends the initial premium by wire transfer but
                   does not send the faxed application simultaneously, or if the
                   application is incomplete, the Company will keep the initial
                   premium for up to 5 business days. If the Company cannot
                   obtain the faxed application or necessary information within
                   5 business days, the Company will return the initial premium
                   to the owner, unless the owner allows the Company to keep it
                   until the faxed application or necessary information is
                   received by the Company.
               o   When the Company receives the original signed application and
                   if the allocation instructions are different from those in
                   the faxed application, then the Company will reallocate the
                   Policy's cash value in accordance with the instructions on
                   the original signed application on the first valuation date
                   following receipt of the original signed application.

               TAX-FREE EXCHANGES (1035 EXCHANGES). The Company will accept as
               part of the initial premium money from one contract that
               qualified for a tax-free exchange under Section 1035 of the
               Internal Revenue Code. The Company will permit the owner to make
               one additional cash payment within three business days of receipt
               of the proceeds from the 1035 exchange before determining the
               Policy's specified amount.

         B.    ADDITIONAL PREMIUMS

               ADDITIONAL PREMIUMS PERMITTED. The owner has limited flexibility
               to add additional premiums to the Policy since the Company
               requires that the initial premium equal the maximum amount that
               can be applied to the Policy at issue. In general, the owner may
               not pay any additional premiums on the Policy for several years
               in order for the Policy to continue to qualify as a life
               insurance contract as defined in federal tax laws and
               regulations. At the time the Policy allows for the payment of
               additional premiums, the Company reserves the right to limit or
               refund any premium if: the amount is below our current minimum
               additional premium requirement; OR the premium would increase the
               death benefit by more than the amount of the premium; OR
               accepting the premium would disqualify the Policy as a life
               insurance contract as defined in federal tax laws and
               regulations.

               An owner may pay premiums by any method the Company deems
               acceptable. The Company will treat any payment made as a loan
               repayment unless it is clearly marked as a premium payment.

         C.    CREDITING PREMIUMS

               INITIAL PREMIUM. The initial premium will be credited to the
               Policy on the Policy date. Once the Company determines that the
               insured(s) meets its underwriting requirements, full insurance
               coverage begins, the Company issues the Policy, and begins to
               deduct monthly and daily insurance charges from the premium. On
               the Policy date, the Company will allocate the initial premium to
               the subaccounts and fixed account options the owner elected on
               the application, provided the owner lives in a state that does
               not require a refund of full premium during the free look period.
               If the owner's state requires a return of the full premium in the
               event the owner exercises his or her free look right, the Company
               will place the initial premium in the reallocation account until
               the reallocation date.

               On any day that the Company credits premiums or transfers cash
               value to a subaccount, the Company will convert the dollar amount
               of the premium (or transfer) into subaccount units at the unit
               value for that subaccount, determined at the end of that
               valuation date. We will credit amounts to the subaccounts only on
               a valuation date, that is, on a date the New York Stock Exchange
               is open for trading.

<PAGE>

               REALLOCATION ACCOUNT. If the owner's state requires the Company
               to return the initial premium in the event the owner exercises
               his or her free-look right, the Company will allocate the initial
               premium on the Policy date to the reallocation account. While
               held in the reallocation account, the premium will earn interest
               at the current rates for the standard fixed account. The premium
               will remain in the reallocation account for the number of days in
               the applicable state free look period plus five days.

               On the first valuation date on or after the reallocation date,
               the Company will reallocate all cash value from the reallocation
               account to the subaccounts and fixed account options the owner
               selected on the application. If the owner requested either fixed
               or standard dollar cost averaging, the Company will reallocate
               the cash value to the fixed DCA account or the money market
               subaccount, respectively, on the reallocation date.

               For states that do not require a full refund of the initial
               premium, the reallocation date is the same as the Policy date and
               the Company will allocate the initial premium on the Policy date
               to the subaccounts and the fixed account options in accordance
               with the instructions on the application.

         D.    PREMIUMS DURING A GRACE PERIOD AND PREMIUMS UPON REINSTATEMENT

               If the net surrender value is less than the amount of the monthly
               deduction due on any Monthiversary, and the Guaranteed Minimum
               Death Benefit rider is not in effect, the Policy will be in
               default and a grace period will begin. If the Guaranteed Minimum
               Death Benefit rider is in effect, the Policy will remain in
               force, regardless of the sufficiency of the net surrender value.

               The grace period will end 61 days after the date on which the
               Company sends a grace period notice stating the amount required
               to be paid and the final date by which the Company must receive
               the payment. The notice will be sent to the owner's last known
               address and to any assignee of record. The Policy does not lapse,
               and the insurance coverage continues, until the expiration of
               this grace period.

               If the grace period ends and the Guaranteed Minimum Death Benefit
               rider is not in effect, all coverage under the Policy will
               terminate without value. The owner may reinstate the Policy only
               if the owner resides in a state that provides for reinstatement,
               the insured (or joint insureds) meets the Company's insurability
               requirements and the owner pays an amount large enough to cover
               any monthly deductions due at the time of termination and upon
               restatement; plus one monthly deduction; plus the repayment of
               any outstanding loan amount, including interest due.

         E.    ALLOCATIONS OF INITIAL PREMIUM AMONG THE SUBACCOUNTS AND THE
               FIXED ACCOUNT OPTIONS

               THE SEPARATE ACCOUNT. An owner may allocate premiums to one or
               more of the subaccounts of the WRL Series Life Account (the
               "separate account"). The separate account currently consists of
               23 subaccounts, the assets of which are used to purchase shares
               of a designated corresponding investment portfolio of a fund. The
               fund is registered under the Investment Company Act of 1940, as
               amended, as an open-end management investment company. Additional
               subaccounts may be added from time to time to invest in other
               portfolios of the fund or any other investment company.

               When an owner allocates an amount to a subaccount (either by
               premium allocation, transfer of cash value or repayment of a
               Policy loan), the Policy is credited with units in that
               subaccount. The number of units is determined by dividing the
               amount allocated, transferred or repaid to the subaccount by the
               subaccount's unit value for the valuation date when the
               allocation, transfer or repayment is effected. A subaccount's
               unit value is determined for each valuation period by

<PAGE>


               multiplying the value of a unit for a subaccount for the prior
               valuation period by the net investment factor for the subaccount
               for the current valuation period. The unit value for each
               subaccount was arbitrarily set as $10 at the time the subaccount
               commenced operations. The net investment factor is an index used
               to measure the investment performance of a subaccount from one
               valuation period to the next.

               THE FIXED ACCOUNT OPTIONS. Owners also may allocate premiums to
               the fixed account options-- the standard fixed account and the
               fixed dollar cost averaging ("fixed DCA") account - both of which
               guarantee principal and a minimum fixed rate of interest.

               Money allocated or transferred to the STANDARD fixed account
               option will earn interest at a current interest rate in effect at
               that time. The interest rate will equal at least 3%.

               At the time of purchase, the owner may place a minimum of $5,000
               in the fixed DCA account. Money placed in the fixed DCA account
               will earn interest for six months at an annual rate of at least
               3%. Money will be transferred out of the fixed DCA account over
               the year in 6 equal monthly installments and placed in the
               subaccounts and standard fixed option according to the owner's
               allocation instructions.

               ALLOCATIONS PREMIUM AMONG THE SEPARATE ACCOUNT AND THE FIXED
               ACCOUNT OPTIONS. Premiums are allocated to the subaccounts and
               the fixed account options in accordance with the following
               procedures:

               GENERAL. In the application for the Policy, the owner will
               specify the percentage of premium to be allocated to each
               subaccount of the separate account and/or the fixed account
               options. The percentage of each premium that may be allocated to
               any subaccount or the standard fixed account must be a whole
               number, and the sum of the allocation percentages must be 100%.
               If the owner selects the fixed DCA account, the entire initial
               premium must be allocated to that account at the time of
               application. If the owner selects standard dollar cost averaging,
               then the owner must allocate at least $5,000 to the money market
               subaccount.

               Allocation percentages may be changed at any time by the owner
               submitting a written notice or telephone instructions to the
               Company's office. In the future, the Company may decide that the
               minimum amount that can be allocated to a particular subaccount
               is 1.00% of each premium payment.

               ALLOCATION TO THE REALLOCATION ACCOUNT. If the owner lives in a
               state that requires a refund of full premium during the free look
               period, then on the Policy date the Company will allocate the
               initial premium to the reallocation account until the
               reallocation date. The reallocation account is the standard fixed
               account. While held in the reallocation account, premium will
               earn interest at the current rates for the standard fixed
               account. The premium will remain in the reallocation account for
               the number of days in the applicable state's free look period,
               plus five days. This is the reallocation date. On the first
               valuation date on or after the reallocation date, the cash value
               will be reallocated to the subaccounts or fixed account options
               selected by the owner on the application.

               ALLOCATION AFTER THE REALLOCATION DATE. Additional premiums
               received after the reallocation date will be credited to the
               Policy and allocated to the subaccounts or standard fixed account
               in accordance with the allocation percentages in effect on the
               valuation date that the premium is received at the Company's
               office. Allocation percentages can be changed at any time.

         F.    LOAN REPAYMENTS AND INTEREST PAYMENTS

               REPAYING LOAN AMOUNT. The owner may repay all or part of the loan
               amount at any time while the Policy is in force and the insured
               is living. The loan amount is equal to the sum of all
<PAGE>

               outstanding Policy loans including both principal plus any
               accrued interest. Loan repayments must be sent to the Company's
               office and will be credited as of the date received. If the death
               benefit becomes payable while a Policy loan is outstanding, the
               loan amount will be deducted in calculating the death benefit.

               ALLOCATION FOR REPAYMENT OF POLICY LOANS. On the date the Company
               receives a repayment of all or part of a loan, the Company will
               compare the amount of the outstanding loan to the amount in the
               loan reserve. Any amount in excess of the amount of the
               outstanding loan amount will be transferred from the loan reserve
               to the subaccounts and the standard fixed account and allocated
               in the same manner as current premiums are allocated, or as
               directed by the owner.

               INTEREST ON LOAN RESERVE. The amount in the loan reserve will be
               credited with interest at a minimum guaranteed annual effective
               rate of 3%. See "Policy Loans" below. Any interest earned that is
               in excess to the amount of the outstanding loan amount will be
               transferred on the Policy anniversary to the subaccounts and the
               standard fixed account in accordance with the instructions for
               premium allocations then in effect.

II.      TRANSFERS

         A.    TRANSFERS AMONG THE SUBACCOUNTS AND THE FIXED ACCOUNT

               The owner may transfer cash value between and among the
               subaccounts of the separate account and, subject to certain
               special rules, to and from the fixed account options.

               In any Policy year, the owner may make an unlimited number of
               transfers; however, the Company reserves the right to impose an
               excess transfer charge of $10 for each transfer in excess of 12
               during any Policy year. For purposes of the transfer charge, all
               transfer requests made in one day are considered one transfer,
               regardless of the number of subaccounts affected by the transfer.
               Any unused "free" transfers do not carry over to the next year.

               There is no minimum amount that may be transferred from each
               subaccount or the standard fixed account option and there is no
               minimum amount that must remain in a subaccount or the fixed
               account options following a transfer. Money in the fixed DCA
               account may be transferred entirely after the first Policy month.

               Requests to transfer from the standard fixed account must be
               received by the Company during the 30-day period following the
               end of each Policy year unless the owner has selected fixed
               dollar cost averaging, and only one such transfer may be made in
               a Policy year. The maximum transfer amount from the standard
               fixed account to the subaccounts in any Policy year is the
               greater of 25% of the cash value in the standard fixed account on
               the date of the transfer, or the amount transferred from the
               standard fixed account in the immediately prior Policy year
               (excluding transfers from the fixed DCA account).

               The Policy, as applied for and issued, will automatically receive
               telephone transfer privileges unless the owner provides other
               instructions. The telephone transfer privileges allow the owner
               to give authority to the registered representative or agent of
               record for the Policy to make telephone transfers and to change
               the allocation of future payments among the subaccounts and the
               standard fixed account on the owner's behalf according to the
               owner's instructions.

               The Company reserves the right to modify, restrict, suspend, or
               eliminate the transfer privileges (including telephone transfer
               privileges) at any time and for any reason.

         B.    STANDARD DOLLAR COST AVERAGING

               The standard dollar cost averaging program permits owners to
               systematically transfer on a monthly basis a set dollar amount
               from the subaccount investing in the money market portfolio to

<PAGE>


               any combination of subaccounts. Owners may elect to participate
               in the dollar cost averaging program at any time by sending the
               Company a written request. To use the dollar cost averaging
               program, owners must have at least $5,000 in the money market
               subaccount. At the beginning of dollar cost averaging, the owner
               must choose the time period (12, 24, or 36 months) over which the
               entire amount in the money market subaccount will be transferred
               in equal monthly installments. There is no additional charge for
               dollar cost averaging. A transfer under this program is not
               considered a transfer for purposes of assessing a transfer
               charge. The Company reserves the right to discontinue offering
               the dollar cost averaging program at any time and for any reason.
               Dollar cost averaging is not available while owners are
               participating in the asset rebalancing program.

         C.    FIXED DOLLAR COST AVERAGING

               To be eligible for fixed dollar cost averaging, the owner must
               elect the fixed DCA account on the application and put the entire
               initial premium in the fixed DCA account. Money placed in the
               fixed DCA account will earn interest at rates we declare from
               time to time. Money will be transferred out of the fixed DCA
               account in 6 equal monthly installments with the first transfer
               occurring on the first Monthiversary after the Policy date or
               reallocation date. Interest accrued on the initial premium will
               be transferred in the last month of the fixed DCA account term.
               Money in the fixed DCA account may be transferred entirely to
               other subaccounts or the standard fixed account after one month .

               There is no charge for participating in the fixed DCA account.
               Transfers from the fixed DCA account do not count as transfers
               for purposes of the transfer charge.

               The Company reserves the right to stop offering the fixed DCA
               account at any time for any reason. The Company may offer a
               higher 30-day interest rate guaranteed for one month.

         D.    ASSET REBALANCING

               An owner may instruct the Company to automatically rebalance (on
               a quarterly, semi-annual or annual basis) the Policy's cash value
               to return to the percentages specified in the owner's currently
               effective allocation instructions. An owner may elect to
               participate in the asset rebalancing program at any time by
               sending the Company a written request to the Company's office.
               The percentage allocations must be in whole percentages.
               Subsequent changes to the percentage allocations may be made at
               any time by written or telephone instructions to the Company's
               office. Once elected, asset rebalancing remains in effect until
               the owner instructs the Company to discontinue asset rebalancing.
               There is no additional charge for using asset rebalancing, and an
               asset rebalancing transfer is not considered a transfer for
               purposes of assessing a transfer charge. The Company reserves the
               right to discontinue offering the asset rebalancing program at
               any time and for any reason. Portfolio rebalancing is not
               available while an owner is participating in the fixed or
               standard dollar-cost averaging program. Asset rebalancing will
               cease if the owner makes any transfer to or from any subaccount
               other than on a scheduled basis.

         E.    TRANSFER ERRORS

               In accordance with industry practice, the Company will establish
               procedures to address and to correct errors in amounts
               transferred among the subaccounts and the fixed account, except
               for de minimis amounts. The Company will correct non-de minimis
               errors it makes and will assume any risk associated with the
               error. owners will not be penalized in any way for errors made by
               the Company. The Company will take any gain resulting from the
               error.

<PAGE>


III.     "REDEMPTION" PROCEDURES

         A.    "FREE-LOOK" RIGHTS

               The Policy provides for an initial free-look right during which
               an owner may cancel the Policy by returning it to the Company or
               to an agent of the Company before the end of 10 days after the
               Policy is delivered. The free-look period may be longer in some
               states. Upon returning the Policy to the Company or to an
               authorized agent for forwarding to the Company's office, the
               Policy will be deemed void from the beginning. Within seven days
               after the Company's office receives the cancellation request and
               Policy, the Company will pay a refund. In most states, the refund
               will be equal to the sum of:

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

                    o   the cash value to the subaccounts and the fixed account
                        options on the date the Company (or its agent) receives
                        the returned Policy, except that amounts allocated to
                        the fixed DCA account will be treated as if they had
                        been allocated to the standard fixed account.

               If any state law prohibits the calculation above, the Company
               will refund, without interest, the total of all premiums paid for
               the Policy. In such states, the initial premium will be allocated
               to the reallocation account on the Policy date and remain in the
               reallocation account until the reallocation date.

         B.    SURRENDERS

               REQUESTS FOR NET SURRENDER VALUE. The owner may surrender the
               Policy at any time for its net surrender value. The net surrender
               value on any valuation date is the cash value, minus any
               applicable surrender charge, and minus any applicable loan
               amount. The net surrender value will be determined by the Company
               on the valuation date the Company's office receives all required
               documents, including a satisfactory written request signed by the
               owner. The Company will cancel the Policy as of the date the
               written request is received at the Company's office and the
               Company will ordinarily pay the net surrender value within seven
               days following receipt of the written request and all other
               required documents. The Policy cannot be reinstated after it is
               surrendered.

               SURRENDER OF POLICY -- SURRENDER CHARGE. If the Policy is
               surrendered during the first 9 Policy years, the Company will
               deduct a surrender charge from cash value and pay the remaining
               cash value (less any outstanding loan amounts) to the owner. The
               surrender charge is 9.75% of the initial premium if the Policy is
               surrendered before the end of the first Policy year, and then
               declines gradually to 0% after the ninth Policy year. The rate at
               which the surrender charge declines depends on the insured's (or
               joint insureds') age, gender and whether the Policy is a single
               life or joint policy.

         C.    PARTIAL WITHDRAWALS

               WHEN WITHDRAWALS ARE PERMITTED. After the first Policy year, the
               owner may withdraw a portion of the cash value, subject to the
               following conditions:

               o    The owner must make partial withdrawal requests in writing.
               o    Only one partial withdrawal is allowed during a 12-month
                    period.
               o    The most that can be withdrawn is earnings, that is, cash
                    value MINUS total outstanding loans, MINUS any interest owed
                    on the Policy loans, and MINUS total premiums paid.
               o    The owner can specify the subaccount(s) and the standard
                    fixed account from which the withdrawal will be taken.
                    Otherwise, the Company will deduct the amount from the

<PAGE>



                    separate account and the fixed account in accordance with
                    the current allocation instructions.
               o    The Company generally will pay a partial withdrawal request
                    within seven days following the valuation date on which the
                    withdrawal request is received.
               o    There is no charge for a partial withdrawal.

               The Company may delay making a payment if: (1) the disposal or
               valuation of the separate account's assets is not reasonably
               practicable because the New York Stock Exchange is closed for
               other than a regular holiday or weekend, trading is restricted by
               the SEC, or the SEC declares that an emergency exists; or (2) the
               SEC by order permits postponement of payment to protect the
               Policy owners. The Company also may defer making payments
               attributable to a check that has not cleared, and may defer
               payment of proceeds from the fixed account for a withdrawal,
               surrender or Policy loan request for up to six months from the
               date the request is received. The Company will not defer payment
               of a withdrawal or Policy loan requested to pay a premium due on
               a policy issued by the Company.

               EFFECT OF WITHDRAWAL ON DEATH BENEFIT. A partial withdrawal will
               reduce the cash value by the amount of the partial withdrawal. A
               partial withdrawal will reduce the specified amount by an amount
               equal to the amount of the partial withdrawal multiplied by the
               ratio of the initial specified amount to the initial premium. A
               partial withdrawal will also reduce the Guaranteed Minimum Death
               Benefit by an amount equal to the amount of the partial
               withdrawal multiplied by the ratio of the initial specified
               amount to the initial premium.

         D.    LAPSES

               If a sufficient premium has not been received by the 61st day
               after a grace period notice is sent, the Policy will lapse
               without value and no amount will be payable to the owner.

         E.    MONTHLY DEDUCTION AND DAILY CHARGE

               On each Monthiversary, redemptions in the form of deductions will
               be made from cash value for the monthly deduction, which is a
               charge compensating the Company for the services and benefits
               provided, costs and expenses incurred, and risks assumed by the
               Company in connection with the Policy. The monthly deduction
               consists of three components: (a) the cost of insurance charge,
               if any; (b) a monthly Policy charge ; and (c) any charges for
               additional benefits added by riders to the Policy.

               THE MONTHLY DEDUCTION. A monthly deduction will be deducted from
               each subaccount and the fixed account on the Policy date and on
               each Monthiversary in accordance with the current premium
               allocation instructions. If the value of any account is
               insufficient to pay that account's portion of the monthly
               deduction, the Company will take the monthly deduction on a
               pro-rata basis from all accounts (I.E., in the same proportion
               that the value in each subaccount and the fixed account bears to
               the total cash value on the Monthiversary).

               The monthly deduction is equal to:

               o    the monthly Policy charge based on the Policy's separate
                    account assets; PLUS
               o    the monthly Policy charge based on the Policy's fixed
                    account assets; PLUS
               o    the monthly cost of insurance charge for the Policy, if any;
                    PLUS
               o    the monthly charge for any benefits provided by riders
                    attached to the Policy (currently, only the Guaranteed
                    Minimum Death Benefit rider).

               COST OF INSURANCE CHARGE. The Company reserves the right to
               deduct a cost of insurance charge. The cost of insurance charges
               are calculated monthly, and depend on a number of variables,
               including the age, gender and rate class of the insured. The
               charge varies from Policy to Policy

<PAGE>

               and from Monthiversary to Monthiversary. The charge is calculated
               each month for the specified amount at issue.

               MONTHLY POLICY CHARGE. The monthly Policy charge based on the
               separate account's assets is equal to: (1) the separate account
               monthly deduction charge divided by 12; multiplied by (2) the sum
               of the Policy's subaccount values on the Monthiversary of each
               monthly deduction.

               The monthly Policy charge based on the fixed account's assets is
               equal to: (1) the fixed account monthly deduction charge divided
               by 12; multiplied by (2) the fixed account value on the
               Monthiversary of each monthly deduction, minus any outstanding
               loans.

               DAILY CHARGE. Each valuation date, the Company deducts a daily
               charge at the annual rate of 0.50% from assets in the subaccounts
               as part of the calculation of the unit value for each subaccount.

               GUARANTEED MINIMUM DEATH BENEFIT RIDER CHARGE. If the owner
               selects the Guaranteed Minimum Death Benefit rider at
               application, the Company will deduct a monthly charge on the
               Policy date and on each Monthiversary equal to 0.02% multiplied
               by the sum of the subaccount values, if any, on the valuation
               date of each monthly deduction; plus 0.02% multiplied by the
               fixed account value on the valuation date of each monthly
               deduction.

         F.    DEATH BENEFITS

               PAYMENT OF DEATH BENEFIT PROCEEDS. As long as the Policy remains
               in force, the Company will pay the death benefit proceeds to the
               beneficiary upon receipt at the Company's office of due proof of
               the insured's (or surviving insured's) death. The death benefit
               proceeds is equal to:

               The death benefit will be paid to the beneficiary in a lump sum
               generally within seven days after the valuation date by which the
               Company has received at the Company's office all materials
               necessary to constitute due proof of death. If a payment option
               is elected, the death benefit will be applied to the option
               within seven days after the valuation date by which the Company
               received due proof of death and payments will begin under that
               option when provided by the option.

               THE DEATH BENEFIT PROCEEDS. The death benefit proceeds will
               equal:

               o    the death benefit (described below); MINUS
               o    any past due monthly deductions if the insured (or surviving
                    insured) dies during the grace period; MINUS
               o    any outstanding Policy loan on the date of death; MINUS
               o    any interest owed on the Policy loan(s).

               If all or part of the death benefit proceeds are paid in one sum,
               we will pay interest on this sum as required by applicable state
               law from the date we receive due proof of the insured's death to
               the date the Company makes payment.

               THE DEATH BENEFIT. The death benefit is determined at the end of
               the valuation period in which the insured (or surviving insured)
               dies. The death benefit is equal to:

               o    the current specified amount; or

               o    a specified percentage, called the limitation percentage,
                    multiplied by the cash value on the insured's (or surviving
                    insured's) date of death.

               THE GUARANTEED MINIMUM DEATH BENEFIT RIDER. If the owner
               purchases the Guaranteed Minimum Death Benefit rider at the time
               of application and the rider is in effect upon the

<PAGE>

               insured's (or surviving insured's) death, the Company guarantees
               to provide a death benefit as described in the current prospectus
               for the Policy.

         G.    POLICY LOANS

               POLICY LOANS. The owner may obtain a Policy loan from the Company
               at any time by submitting a written, faxed, or telephone request
               to the Company's office. The maximum loan amount is 90% of the
               Policy's cash value at the time of the loan. Policy loans will be
               processed as of the valuation date the request is received and
               loan proceeds generally will be sent to the owner within seven
               days thereafter. Taking a Policy loan will terminate the
               Guaranteed Minimum Death Benefit rider, if any.

               COLLATERAL FOR POLICY LOANS. When a Policy loan is made, an
               amount equal to the loan proceeds is transferred from the cash
               value in the subaccounts or standard fixed account to the loan
               reserve. This withdrawal is made based on the owner's current
               premium allocation instructions, unless the owner directs a
               different allocation when requesting the loan.

               INTEREST ON POLICY LOANS. The Company charges interest daily on
               any outstanding Policy loan at an effective annual interest rate
               of 6%. Interest is due and payable at the end of each Policy
               anniversary. On each Policy anniversary, any unpaid amount of
               loan interest accrued since the last Policy anniversary becomes
               part of the outstanding loan. An amount equal to the unpaid
               amount of interest is transferred to the loan reserve from each
               subaccount and the standard fixed account based on the owner's
               current premium allocation instructions, unless the owner directs
               otherwise.

               EFFECT ON DEATH BENEFIT. If the death benefit becomes payable
               while a Policy loan is outstanding, the loan amount will be
               deducted in calculating the death benefit. The Company will send
               the owner, and any assignee of record, notice of the default. The
               owner will have a 61-day grace period to submit a sufficient
               payment to avoid lapse.

         I.    LUMP SUM PAYMENTS BY THE COMPANY

               Lump sum payments of withdrawals, surrenders or death benefits
               from the subaccounts will be ordinarily made within seven days of
               the valuation date on which the Company receives the request and
               all required documentation at the

               Company's office. The Company may postpone the processing of any
               such transactions for any of the following reasons:

               1.   If the disposal or valuation of the separate account's
                    assets is not reasonably practicable because the New York
                    Stock Exchange ("NYSE") is closed for trading other than for
                    customary holiday or the weekend closings, or trading on the
                    NYSE is otherwise restricted, or an emergency exists, as
                    determined by the Securities and Exchange Commission
                    ("SEC").

               2.   When the SEC by order permits a delay for the protection of
                    owners.

               3.   If the payment is attributable to a check that has not
                    cleared.

               The Company may defer for up to six months after the date the
               Company receives the request, the payment of any proceeds from
               the fixed account for a transfer, partial withdrawal, or
               surrender request.

<PAGE>


         J.    CONVERSION RIGHT

               The owner has the right to transfer all of the subaccount value
               to the standard fixed account. During the first 24 Policy months,
               such a transfer is not counted for purposes of determining
               whether a transfer charge applies.

         K.    REDEMPTION ERRORS

               In accordance with industry practice, the Company will establish
               procedures to address and to correct errors in amounts redeemed
               from the subaccounts and the fixed account, except for de minimus
               amounts. The Company will assume the risk of any non de minimus
               errors caused by the Company.

         L.    MISSTATEMENT OF AGE OR SEX

               If the insured's (or either joint insured's) age or gender has
               been misstated in the application or any other supplemental
               application, then the death benefit under the Policy will be
               adjusted based on what the initial premium would have purchased
               based on the insured(s)' correct age and gender.

         M.    INCONTESTABILITY

               The Policy limits the Company's right to contest the Policy as
               issued or as increased, for reasons of material misstatements
               contained in the application, after it has been in force during
               the insured's lifetime (or while both joint insureds are still
               alive) for a minimum period, generally for two years from the
               Policy date of the Policy or effective date of a reinstatement.
               If the Policy is purchased as a joint policy, at the end of the
               second Policy year, the Company will send the owner a notice
               asking whether either joint insured has died. The Company can
               contest the Policy's validity if the owner does not notify the
               Company that a joint insured has died and if the Policy is still
               in force.

         N.    LIMITED DEATH BENEFIT

               The Policy limits the death benefit if the insured dies by
               suicide generally within two years after the Policy date of the
               Policy (or reinstatement date, if provided by state law).



                                    Exhibit 3

    Opinion of counsel as to the legality of the securities being registered



<PAGE>


                                 WRL Letterhead

June 11, 1999

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 this Pre-Effective Amendment No. 1
to the Registration Statement on Form S-6 (File No. 333-68367) filed with the
Securities and Exchange Commission under the Securities Act of 1933 for the
registration of both individual and joint survivorship modified single 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 6

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



<PAGE>

                                 WRL LETTERHEAD

June 11, 1999

Western Reserve Life Assurance Co. of Ohio
570 Carillon Parkway
St. Petersburg, Florida 33716

        RE:    REGISTRATION NO. 333-68367

Gentlemen:

        This opinion is furnished in connection with the Pre-Effective Amendment
No. 1 registration by Western Reserve Life Assurance Co. of Ohio of both
individual and joint survivorship modified single 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 section entitled "Appendix A - Illustrations"
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 7

                       Consent of Thomas E. Pierpan, Esq.



<PAGE>


                                 WRL Letterhead

June 11, 1999

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. 333-68367) for the WRL Series Life Account filed
by Western Reserve Life Assurance Co. of Ohio with the Securities and Exchange
Commission.

/s/ THOMAS E. PIERPAN
- ---------------------
Thomas E. Pierpan
Vice President, Associate General Counsel and
Assistant Secretary



                                    Exhibit 8

                   Consent of Sutherland Asbill & Brennan LLP


<PAGE>


                                S.A.B. Letterhead

                                                     June 11, 1999

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. 333-68367

Gentlemen:

        We hereby consent to the use of our name under the caption "Legal
Matters" in the prospectus for the WRL Freedom Navigator contained in
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File
No. 333-68367) 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 9

                          Consent of Ernst & Young LLP



<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 19, 1999, 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. 333-68367) and related prospectus of WRL Series Life Account.

                                                       ERNST & YOUNG LLP

Des Moines, Iowa
June 11, 1999



                                   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 Navigator Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-6 of our report dated January 29, 1999, relating to the financial
statements and financial highlights 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

Boston, Massachusetts
June 11, 1999


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