WRL SERIES LIFE ACCOUNT, 485APOS, 1999-02-08

WRL SERIES LIFE ACCOUNT
485APOS, 1999-02-08

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As filed with the Securities and Exchange Commission on February 8, 1999
Registration File Nos. 333-23359/811-4420

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3

FORM S-6
---------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS

REGISTERED ON FORM N-8B-2
---------------------------------
WRL SERIES LIFE ACCOUNT

(Exact Name of Trust)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

(Name of Depositor)

570 Carillon Parkway
St. Petersburg, Florida 33716

(Complete Address of Depositor's Principal Executive Offices)

Thomas E. Pierpan, Esq.

Vice President, Assistant Secretary and Associate General Counsel
Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway
St. Petersburg, Florida 33716

(Name and Complete Address of Agent for Service)

Copies to:

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

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

Title of Securities being registered: Units of interest in the separate account
under flexible payment deferred variable life policies.

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

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

_____ on __DATE_____, pursuant to paragraph (b) of Rule 485

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

__X__ on APRIL 29, 1999, pursuant to paragraph (a) of Rule 485

<PAGE>

P R O S P E C T U S

MAY 1, 1999

WRL FINANCIAL FREEDOM BUILDER (R)
issued through

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

AN INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

CONSIDER CAREFULLY THE RISK
FACTORS BEGINNING ON PAGE _____
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
THE SECURITIES AND EXCHANGE Corporation or any other
COMMISSION HAS NOT APPROVED government agency.
OR DISAPPROVED THESE SECURITES
OR PASSED UPON THE ADEQUACY A prospectus for the WRL
OF THIS PROSPECTUS. ANY Series Fund, Inc. must
REPRESENTATION TO THE CONTRARY accompany this prospectus.
IS A CRIMINAL OFFENSE. Certain Portfolios may not be
available in all states. Please
read both documents before
investing and save them for
future reference.

<PAGE>

TABLE OF CONTENTS
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Policy Summary ................................................. 1
Risk Summary ................................................... 5
Portfolio Annual Expense Table ................................. 8
Western Reserve and the Fixed Account .......................... 9
Western Reserve ............................................ 9
The Fixed Account .......................................... 9
The Separate Account and the Portfolios ........................ 10
The Separate Account ....................................... 10
WRL Series Fund, Inc. ...................................... 10
Addition, Deletion, or Substitution of Investments ......... 14
Your Right to Vote Portfolio Shares ........................ 15
The Policy ..................................................... 16
Purchasing a Policy ........................................ 16
Underwriting Standards ..................................... 17
When Insurance Coverage Takes Effect ....................... 17
Ownership Rights ........................................... 18
Canceling a Policy ......................................... 19
Premiums ....................................................... 20
Premium Flexibility ........................................ 20
Planned Periodic Payments .................................. 20
No Lapse Period ............................................ 20
Premium Limitations ........................................ 20
Making Premium Payments .................................... 21
Allocating Premiums ........................................ 21
Policy Values .................................................. 22
Cash Value ................................................. 22
Net Surrender Value ........................................ 22
Subaccount Value ........................................... 22
Subaccount Unit Value ...................................... 23
Fixed Account Value ........................................ 23
Transfers ...................................................... 23
General .................................................... 23
Dollar Cost Averaging ...................................... 24
Asset Rebalancing Program .................................. 25
Third Party Asset Allocation Services ...................... 26
Fixed Account Transfers .................................... 27
Conversion Rights .......................................... 27
Charges and Deductions ......................................... 27
Premium Charges ............................................ 28
Monthly Deduction .......................................... 28
Mortality and Expense Risk Charge .......................... 29
Surrender Charge ........................................... 30
Pro Rata Decrease Charge ................................... 31
Transfer Charge ............................................ 32
Change in Net Premium Allocation Charge .................... 32
Cash Withdrawal Charge ..................................... 32

This Policy is not available in New York State.

<PAGE>

Taxes ...................................................... 32
Portfolio Expenses ......................................... 32
Group or Sponsored Policies ................................ 33
Associate Policies ......................................... 33
Builder Plus Program (SM)................................... 34
Death Benefit .................................................. 35
Death Benefit Proceeds ..................................... 35
Death Benefit .............................................. 35
Effects of Cash Withdrawals on the Death Benefit ........... 37
Choosing Death Benefit Options ............................. 37
Changing the Death Benefit Option .......................... 38
Decreasing the Specified Amount ............................ 38
Payment Options ............................................ 38
Surrenders and Cash Withdrawals ................................ 39
Surrenders ................................................. 39
Cash Withdrawals ........................................... 39
Loans .......................................................... 40
General .................................................... 40
Interest Rate Charged ...................................... 41
Loan Reserve Interest Rate Credited ........................ 41
Effect of Policy Loans ..................................... 41
Policy Lapse and Reinstatement ................................. 41
Lapse ...................................................... 41
No Lapse Period ............................................ 42
Reinstatement .............................................. 43
Federal Income Tax Considerations .............................. 43
Tax Status of the Policy ................................... 43
Tax Treatment of Policy Benefits ........................... 44
Other Policy Information ....................................... 46
Our Right to Contest the Policy ............................ 46
Suicide Exclusion .......................................... 46
Misstatement of Age or Gender .............................. 47
Modifying the Policy ....................................... 47
Benefits at Maturity ....................................... 47
Payments We Make ........................................... 47
Settlement Options ......................................... 48
Reports to Owners .......................................... 48
Records .................................................... 49
Policy Termination ......................................... 49
Supplemental Benefits (Riders) ................................. 49
Children's Insurance Rider ................................. 49
Accidental Death Benefit Rider ............................. 49
Other Insured Rider ........................................ 50
Disability Waiver Rider .................................... 50
Disability Waiver and Monthly Income Rider ................. 50
Primary Insured Rider ("PIR") and Primary Insured Rider Plus 50
Terminal Illness Accelerated Death Benefit
Rider ("PIR PLUS")........................................ 51
IMSA ........................................................... 52
Performance Data ............................................... 52
Rates of Return ............................................ 52
Hypothetical Illustrations Based on Adjusted Historic
Portfolio Performance .................................... 53
Other Performance Data in Advertising Sales Literature ..... 61
Western Reserve's Published Ratings ........................ 62

<PAGE>

Additional Information ......................................... 62
Sale of the Policies ....................................... 62
Legal Matters .............................................. 62
Legal Proceedings .......................................... 62
Year 2000 Matters .......................................... 63
Financial Statements ....................................... 63
Additional Information about Western Reserve ............... 64
Western Reserve's Directors and Officers ................... 64
Additional Information about the Separate Account .......... 66
Appendix A -- Glossary ......................................... 67
Appendix B -- Illustrations .................................... 70
Appendix C -- Wealth Indices of Investments in the U.S.
Capital Market ........................................... 74
Appendix D -- Surrender Charge Per Thousand (Based on the
gender and rate class of the Insured) .................... 76
Index to Financial Statements .................................. 78
WRL Series Life Account .................................... 78
Western Reserve Life Assurance Co. of Ohio ................. 78

iii

<PAGE>

POLICY SUMMARY WRL FINANCIAL FREEDOM BUILDER (R)
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The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail. Certain words in this prospectus are defined
in the Glossary, found at Appendix A.

THE POLICY IN GENERAL

The WRL Financial Freedom Builder/registered trademark/ is an individual
flexible premium variable life insurance policy.

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

PREMIUMS

/bullet/ You select a payment plan but are not required to pay premiums
according to the plan. You can vary the frequency and amount, within
limits, and can skip premium payments.
/bullet/ Unplanned premiums may be made, within limits.
/bullet/ Premium payments must be at least $50.
/bullet/ Under certain circumstances, extra premiums may be required to
prevent lapse.
/bullet/ Once we issue your Policy, the FREE LOOK PERIOD begins. You may return
the Policy during this period and receive a refund.

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

/bullet/ For the first ten Policy years: 6.0% Premium Expense Charge.
/bullet/ After the tenth year: 2.5% Premium Expense Charge.
/bullet/ A Premium Collection Charge of $3.00 from each premium payment.

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 MONEY YOU PLACE IN THE
SUBACCOUNTS IS NOT GUARANTEED. THE VALUE OF EACH SUBACCOUNT WILL INCREASE OR
DECREASE, DEPENDING ON INVESTMENT PERFORMANCE OF THE PORTFOLIO. YOU COULD LOSE
SOME OR ALL OF YOUR MONEY.

<PAGE>

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

FIXED ACCOUNT

You may also direct the money in your Policy to the fixed account.

Money you place in the fixed account is guaranteed, and will earn interest at a
current interest rate declared from time to time. The annual interest rate will
equal at least 4.0%.

CASH VALUE

/bullet/ Cash Value equals the sum of your Policy's value in the subaccounts
and the fixed account. If there is a loan outstanding, the Cash Value
includes any amounts held in our general account to secure the Policy
loan.
/bullet/ Cash Value varies from day to day, depending on the investment
experience of the subaccounts you choose, the interest credited to the
fixed account, the charges deducted and any other Policy transactions
(such as transfers, withdrawals, and Policy loans).
/bullet/ Cash Value is the starting point for calculating important values
under the Policy, such as Net Surrender Value and the death benefit.
/bullet/ 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
deductions, the Surrender Charges and/or any outstanding loan amount
(including interest you owe on any Policy loan(s)).
/bullet/ The Policy will not lapse during the no lapse period so long as you
have paid sufficient minimum premiums.

TRANSFERS

/bullet/ You can transfer Cash Value among the subaccounts and the fixed
account. We charge a $25 transfer processing fee for each transfer
after the first 12 transfers in a Policy year.
/bullet/ Policy loans reduce the amount of Cash Value available for transfers.
/bullet/ Dollar cost averaging and asset rebalancing programs are available.
/bullet/ Transfers from the fixed account must be made within 30 days after a
Policy anniversary. The amount of your transfer cannot be more than:
/arrow/ 25% of your value in the fixed account OR
/arrow/ the amount you transferred from the fixed account in the
prior Policy year.

<PAGE>

CHARGES AND DEDUCTIONS

/bullet/ During the first 10 Policy years, we deduct a premium expense charge
from each premium. This charge is equal to 6.0% of the premium. After
the tenth year we reduce the charge to 2.5%.
/bullet/ We deduct $3.00 from each premium payment to compensate us for
billing and collection costs.
/bullet/ We deduct a Monthly Policy Charge of $5.00 from the Cash Value.
/bullet/ We deduct cost of insurance charges monthly from your Cash Value.
Your charges vary each month with your age, the Specified Amount, the
death benefit option you choose, and the investment experience of the
Portfolios in which you invest.
/bullet/ We deduct a mortality and expense risk charge daily from each
subaccount at an annual rate of 0.90% of the average daily net assets
of each subaccount. We intend to reduce this amount to 0.75% after 15
Policy years, but we do not guarantee that we will do so.
/bullet/ We deduct a declining Surrender Charge when a full surrender occurs
during the first 15 Policy years. It is calculated by multiplying the
Specified Amount as of the Policy Date by the Surrender Charge per
thousand of Specified Amount for the Policy year in which a surrender
occurs. This charge may be significant. You may have no Net Surrender
Value if you surrender your Policy in the first few Policy years.
/bullet/ If you decrease the Specified Amount during the first 15 Policy years,
we will deduct a Decrease Charge equal to a pro rata portion of the
Surrender Charge.
/bullet/ We deduct a $25 transfer fee for each transfer in excess of 12 per
Policy year.
/bullet/ We deduct charges for optional insurance benefits (riders) and a
processing fee for cash withdrawals.
/bullet/ The Portfolios deduct investment charges from the amounts you have
invested in the Portfolios. These charges range from 0.40% to 1.00%
annually, depending on the Portfolios. See Portfolio Annual Expense
Table. See also the Fund prospectus.

LOANS

/bullet/ After the first Policy year (as long as your Policy is in force), you
may take a loan against the Policy up to 90% of the Cash Value, less
any Surrender Charges and any outstanding loan amount.
/bullet/ The minimum loan amount is generally $500.
/bullet/ We currently charge 5.2% interest annually. You will be charged the
interest in advance each year on any outstanding loan amount.
/bullet/ To secure the loan, we transfer a portion of your Cash Value to a loan
reserve account. The amount we transfer is equal to the loan plus
interest in advance until the next Policy anniversary. The loan
reserve account is part of the fixed account. You will earn at least
4.0% interest on amounts in the loan reserve account.
/bullet/ Federal income taxes and a penalty tax may apply to loans you take
against the Policy.
/bullet/ There are risks involved in taking a Policy loan. See the Risk
Summary.

<PAGE>

DEATH BENEFIT

/bullet/ You must choose one of three death benefit options. We offer the
following:

/bullet/ Option A is the greater of:

/arrow/ the current Specified Amount, or
/arrow/ a specified percentage, multiplied by the Policy's
Cash Value on the date of the Insured's death.
/bullet/ Option B is the greater of:
/arrow/ the current Specified Amount, plus the Policy's
Cash Value on the date of the Insured's death, or
/arrow/ a specified percentage, multiplied by the Policy's
Cash Value on the date of the Insured's death.
/bullet/ Option C is the greater of:
/arrow/ the amount payable under Option A, or
/arrow/ the current Specified Amount, multiplied by an
age-based "factor," plus the Policy's Cash Value
on the date of the Insured's death.
/bullet/ So long as the Policy does not lapse, the minimum death benefit we pay
under any option will be the current Specified Amount.
/bullet/ The minimum Specified Amount for a Policy for issue ages 0-45 is
$50,000. It declines to $25,000 for issue ages 46-80. We will state
the minimum Specified Amount in your Policy. You cannot decrease the
Specified Amount below this minimum.
/bullet/ We will reduce the death benefit proceeds by the amount of any
outstanding Policy loan, and any due and unpaid charges.
/bullet/ We will increase the death benefit proceeds by any additional
insurance benefits you add by rider, and any interest you paid in
advance on any loan for the period between the date of death and the
next Policy anniversary.
/bullet/ After the third Policy year, you may change the death benefit option
or decrease the Specified Amount once each Policy year.
/bullet/ The death benefit should be income tax free to the beneficiary.
/bullet/ The death benefit is available in a lump sum or a variety of payout
options.

CASH WITHDRAWALS AND SURRENDERS

/bullet/ You can take one withdrawal of Cash Value every 12 months after the
first Policy year.
/bullet/ The amount of the withdrawal must be:
/bullet/ No less than $500; and
/bullet/ No more than 10% of the Net Surrender Value.
/bullet/ We will deduct a processing fee equal to $25 or 2% of the amount you
withdraw (whichever is less) from the withdrawal, and we will pay you
the balance.
/bullet/ There is no Surrender Charge assessed when you take a cash
withdrawal.
/bullet/ A cash withdrawal will reduce the death benefit by at least the amount
of the withdrawal.
/bullet/ If you choose death benefit Option A, we will reduce the current
Specified Amount by the dollar amount of the withdrawal.
/bullet/ Federal income taxes and a penalty tax may apply to cash withdrawals
and surrenders.
/bullet/ You may fully surrender the Policy at any time before the Insured's
death or the maturity date. You will receive the Net Surrender Value.
The Surrender Charge will apply during the first 15 Policy years.

<PAGE>

RISK SUMMARY
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INVESTMENT If you direct us to invest your Cash Value in one or more
RISK 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, 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 4.0%. Because
charges continue to be deducted from Cash Value, if investment
results are not sufficiently favorable and/or interest rates are
too low and/or you stop making premium payments below the
minimum requirements, the Net Surrender Value of your Policy may
fall to zero. In that case, if the no lapse period has expired
or is no longer 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 time, you may be able to draw upon Cash Value,
through withdrawals and Policy loans.

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RISK OF LAPSE If the Net Surrender Value of your Policy (that is, the Cash
Value, minus surrender charges and minus outstanding loan
amounts) is too low to pay the monthly deduction, any loan
charges and any rider fees when due, and if the no lapse period
has expired or is no longer in effect, the Policy will be in
default and a grace period will begin. There is a 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 not sufficiently high and/or you stop making premium
payments below the minimum requirements, then 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.

Your Policy contains a no lapse period. Your Policy will not
lapse before the no lapse date stated in your Policy, as long as
you pay enough premiums. If you do not pay enough premiums, you
will automatically lose the no lapse guarantee and you will
increase the risk that your Policy will lapse. In addition, if
you take a withdrawal, or take a Policy loan, or if you decrease
your Specified Amount, you will increase the risk of losing the
no lapse guarantee. We deduct the total amount of your
withdrawals, any loans and any pro rata Decrease Charge from
your premiums paid when we determine whether your premiums are
high enough to keep the no lapse period in effect.

<PAGE>

You will lessen the risk of Policy lapse if you keep the no
lapse period in effect. Before you take a cash withdrawal, loan,
decrease in Specified Amount or add a rider, you should
carefully consider the effect it will have on the no lapse
guarantee.

You may reinstate this Policy within five years after it has
lapsed, if you meet insurability requirements and you pay the
amount we require.

RISK OF LAPSE We expect that the Policy will be deemed a life insurance
(INCOME TAX contract under Federal tax law, so that the death benefit paid
AND MEC) to the beneficiary will not be subject to Federal income tax.
However, depending on the total amount of premiums you pay, the
Policy may be treated as a modified endowment contract ("MEC")
under Federal tax laws. If a Policy is treated as a MEC, partial
withdrawals, surrenders and loans will be taxable as ordinary
income to the extent there are 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. You should consult a qualified tax advisor for assistance
in all tax matters involving your Policy.

LIMITS ON CASH The Policy permits you to take only one partial withdrawal in
WITHDRAWALS any 12 month period, after the first Policy year has been
completed. The amount you may withdraw is limited to 10% of the
Net Surrender Value.

A cash withdrawal will reduce Cash Value, so it will increase
the risk that the Policy will lapse. A cash withdrawal may also
increase the risk that the no lapse period will end.

A cash withdrawal will reduce the death benefit. If you select
death benefit Option A, a cash withdrawal will permanently
reduce the Specified Amount of the Policy. A cash withdrawal
also reduces the death benefit under Options B and C because the
Cash Value is reduced. In some circumstances, a withdrawal may
reduce the death benefit by more than the dollar amount of the
withdrawal.

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

EFFECTS OF A Policy loan, whether or not repaid, will affect Cash Value
POLICY LOANS over time because we subtract the amount of the loan from the
subaccounts and fixed account options as collateral. We then
credit a fixed interest rate of not less than 4.0% to the loan
collateral. We currently credit interest at 4.75% annually, but
we are not obligated to do so in the future. As a result, the
loan collateral does not participate in the investment results
of the subaccounts and may not continue to receive the current
interest rates credited. 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.

<PAGE>

We also charge interest on Policy loans at a rate of 5.2% to be
paid in advance. 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 and Net Surrender Value by the amount
of the outstanding loan.

A Policy loan could make it more likely that a Policy would
lapse. A Policy loan will increase the risk that the no lapse
period will end. There is also a risk if the loan reduces your
Net Surrender Value to too low an amount and investment
experience is unfavorable, and the no lapse period is no longer
in effect, and insufficient premiums are paid, that the Policy
will lapse.

EFFECTS OF The Surrender Charges under this Policy are significant,
SURRENDER especially in the early Policy years. It is likely that you will
CHARGES receive no Net Surrender Value if you surrender your Policy in
the first few 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, Surrender
Charges play a role in determining whether your Policy will
lapse. Net Surrender Value (that is, Cash Value minus Surrender
Charges and outstanding loans) is the measure we use each month
when the no lapse period ends to determine whether your Policy
will remain in force or will lapse.

COMPARISON Like fixed benefit life insurance, the Policy offers a death
WITH OTHER benefit and provides a Cash Value, loan privileges and a value
INSURANCE on surrender. However, the Policy differs from a fixed benefit
POLICIES policy because it allows you to place your premiums 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 assets you place in the
subaccounts. In addition, the Cash Value and Net Surrender
Values 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 or used in
connection with the purchase of a Policy 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.

<PAGE>

PORTFOLIO ANNUAL EXPENSE TABLE
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This table shows the fees and expenses charged by each Portfolio. More detail
concerning each Portfolio's fees and expenses is contained in the prospectus for
the Fund.

ANNUAL PORTFOLIO OPERATING EXPENSES*

(As a percentage of average Portfolio assets after fee waivers and expense
reimbursements)

TOTAL
MANAGEMENT OTHER EXPENSES ANNUAL
PORTFOLIO OF THE FUND FEES (AFTER REIMBURSEMENT) EXPENSES
<S> <C> <C> <C>
WRL Alger Aggressive Growth 0.80% % %
WRL VKAM Emerging Growth 0.80% % %
WRL Janus Growth 0.80% % %
WRL Janus Global 0.80% % %
WRL AEGON Bond 0.45% % %
WRL LKCM Strategic Total Return 0.80% % %
WRL Federated Growth & Income 0.75% % %
WRL J.P. Morgan Money Market 0.40% % %
WRL Dean Asset Allocation 0.80% % %
WRL GE U.S. Equity 0.80% % %
WRL Third Avenue Value 0.80% % %
WRL J.P. Morgan Real Estate Securities** 0.80% % %
WRL AEGON Balanced 0.80% % %
WRL NWQ Value Equity 0.80% % %
WRL C.A.S.E. Growth 0.80% % %
WRL GE/Scottish Equitable International Equity 1.00% % %
<FN>
* Effective January 1, 1997, the Board of the WRL Series Fund authorized the
Fund to charge each Portfolio of the WRL Series Fund an annual 12b-1 fee
of up to 0.15% of each Portfolio's average daily net assets. However, the
WRL Series Fund will not deduct the fee from any Portfolio during 1999.
You will receive advance written notice if a Rule 12b-1 fee is deducted.
See the Fund's prospectus for more detail.
** 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 Fund Annual Expenses" reflect estimates of "Other
Expenses" for the first year of operations.
</FN>
</TABLE>

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 Investment Management, Inc. ("WRL Management"), the Fund's investment
adviser, has undertaken, until at least April 30, 2000, to pay Fund expenses on
behalf of the Portfolios to the extent normal operating expenses of a Portfolio
exceed a stated percentage of each Portfolio's average daily net assets. The
expense limitation for the 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
and WRL C.A.S.E. Growth Portfolios is 1.00% of the average daily net assets;
0.70% of the average daily net assets for the WRL AEGON

<PAGE>

Bond and WRL J.P. Morgan Money Market Portfolios; 1.50% of the average daily net
assets for the WRL GE/Scottish Equitable International Equity Portfolio; and
1.30% of the average daily net assets of the WRL GE U.S. Equity Portfolio. In
1998, WRL Management reimbursed the WRL GE/Scottish Equitable International
Equity Portfolio in the amount of $127,763, the WRL Third Avenue Value Portfolio
in the amount of $14,229, and the WRL J.P. Morgan Real Estate Securities
Portfolio in the amount of $28,275. Without such reimbursement, the total Fund
expenses during 1998 for the WRL GE/Scottish Equitable International Equity
Portfolio, the WRL Third Avenue Value Portfolio, and the WRL J.P. Morgan Real
Estate Securities Portfolio would have been %, %, and %, respectively. See the
Fund's prospectus for a description of the expense limitation applicable to each
Portfolio.

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

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 option under the Policy. Western
Reserve intends to sell this Policy in all states (except New York), in Puerto
Rico, Guam and the District of Columbia.

THE FIXED ACCOUNT

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 allocated to the
fixed account will be credited interest daily at a net effective interest rate
of at least 4%. 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.

Money you place in the fixed account will earn interest compounded daily at
a current interest rate in effect at the time of your allocation. 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. When we declare a higher current interest rate on
amounts allocated to the fixed account, we guarantee the higher rate on those
amounts for at least one year (the "guarantee period") unless those amounts are
transferred to the loan reserve. At the end of the guarantee period we may
declare a new current interest rate on those amounts and any accrued interest
thereon. We will guarantee this new current interest rate for another guarantee
period. We credit interest greater than 4% during any guarantee period at our
sole discretion. You bear the risk that interest we credit will not exceed 4%.

<PAGE>

We allocate amounts from the fixed account for cash 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 ACCOUNT HAS 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.

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

THE SEPARATE ACCOUNT

The separate account is divided into subaccounts, each of which invests in
shares of a specific Portfolio of the WRL Series Fund, Inc. 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, 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 1940 Act and
applicable law.

WRL SERIES FUND, INC.

The separate account invests in shares of the WRL Series Fund, Inc., a
series mutual fund that is registered with the SEC as an open-end management
investment company. Such registration does not involve supervision of the
management or investment practices or policies of the Fund by the SEC.

Currently, the Portfolios of the Fund corresponding to the subaccounts of
the separate account are: WRL Alger Aggressive Growth Portfolio, WRL VKAM
Emerging Growth Portfolio, WRL Janus Growth Portfolio, WRL Janus Global
Portfolio, WRL AEGON Bond Portfolio, WRL LKCM Strategic Total Return Portfolio,
WRL Federated Growth & Income Portfolio, WRL J.P. Morgan Money Market
Portfolio, WRL Dean Asset Allocation Portfolio,

<PAGE>

WRL GE U.S. Equity Portfolio, WRL Third Avenue Value Portfolio, WRL J.P. Morgan
Real Estate Securities Portfolio, WRL AEGON Balanced Portfolio, WRL NWQ Value
Equity Portfolio, WRL C.A.S.E. Growth Portfolio and WRL GE/Scottish Equitable
International Equity Portfolio. 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 generally have 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 prospectus for the Fund. You should read the Fund
prospectus carefully.

PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- --------- ----------- --------------------
<S> <C> <C> <C> <C>
WRL ALGER /arrow/ Fred Alger /arrow/ Seeks long-term capital apprecia-
AGGRESSIVE Management, Inc. tion by investing in a diversified,
GROWTH (FORMERLY actively managed portfolio of
THE AGGRESSIVE equity securities.
GROWTH)

WRL VKAM /arrow/ Van Kampen /arrow/ Seeks capital appreciation by
EMERGING Asset Management Inc. investing primarily in common
GROWTH (FORMERLY stocks of small and medium sized
THE EMERGING companies.
GROWTH

WRL JANUS /arrow/ Janus Capital /arrow/ Seeks growth of capital by
GROWTH (FORMERLY Corporation investing primarily in common
THE GROWTH) stocks listed on a national
securities exchange or traded on
NASDAQ.

WRL JANUS /arrow/ Janus Capital /arrow/ Seeks long-term growth of capital
GLOBAL (FORMERLY Corporation in a manner consistent with
THE GLOBAL) preservation of capital, primarily
through investments in common
stocks of foreign and domestic
issuers.
</TABLE>

<PAGE>

PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- --------- ------------ --------------------
<S> <C> <C> <C> <C>
WRL AEGON /arrow/ AEGON USA /arrow/ Seeks the highest possible current
BOND (FORMERLY Investment income within the confines of the
THE BOND) Management, Inc. primary goal of insuring the
protection of capital by
investing at least 65%, and
usually a higher percentage, of
its assets in debt securities
issued by the U.S. Government
and its agencies and
instrumentalities and in other
medium to high-quality debt
securities.

WRL LKCM /arrow/ Luther King Capital /arrow/ Seeks to provide current income,
STRATEGIC Management long-term growth of income and
TOTAL RETURN Corporation capital appreciation by investing
(FORMERLY THE primarily in a blend of equity and
STRATEGIC TOTAL fixed-income securities, including
RETURN) common stocks, income producing
securities convertible into common
stocks, and fixed-income securities.

WRL FEDERATED /arrow/ Federated Investment /arrow/ Seeks total return by investing in
GROWTH & INCOME Counseling securities that have defensive
(FORMERLY THE characteristics. The Portfolio will
GROWTH & invest primarily in a diversified
INCOME) portfolio of equity and debt
securities with an emphasis on
sector investing.

WRL J.P. MORGAN /arrow/ J.P. Morgan Investment /arrow/ Seeks to obtain maximum current
MONEY MARKET Management Inc. income consistent with preserva-
(FORMERLY THE tion of principal and maintenance
MONEY MARKET) of liquidity. The Portfolio
maintains a dollar-weighted
average portfolio maturity of not
more than 90 days by investing in
U.S. dollar-denominated securities which
have effective maturities of not
more than 13 months and present minimal
credit risks.

WRL DEAN ASSET /arrow/ Dean Investment /arrow/ Seeks preservation of capital and
ALLOCATION Associates competitive investment returns by
(FORMERLY THE investing primarily in stocks,
TACTICAL ASSET United States Treasury bonds,
ALLOCATION) notes and bills, and money market funds.

</TABLE>

<PAGE>

PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- --------- ----------- --------------------
<S> <C> <C> <C> <C>
WRL GE U.S. /arrow/ GE Investment /arrow/ Seeks long-term growth of capital
EQUITY Management by investing primarily in equity
(FORMERLY THE Incorporated securities of U.S. companies.
U.S. EQUITY)

WRL THIRD /arrow/ EQSF Advisers, Inc. /arrow/ Seeks long-term capital appreciation
AVENUE VALUE by investing primarily in a portfolio
(FORMERLY THE of equity securities of well-financed
THIRD AVENUE companies believed to be priced
VALUE) below their private market values
and debt securities providing
strong protective covenants and
high, effective yields.

WRL J.P. MORGAN /arrow/ J.P. Morgan Investment /arrow/ Seeks long-term total return from
REAL ESTATE Management Inc. investments primarily in equity
SECURITIES securities of real estate companies.
(FORMERLY THE Total return will consist of
REAL ESTATE realized and unrealized capital
SECURITIES) gains and losses plus income.

WRL AEGON /arrow/ AEGON USA /arrow/ Seeks preservation of capital,
BALANCED Investment reduced volatility, and superior
(FORMERLY THE Management, Inc. long-term risk adjusted returns by
BALANCED) investing primarily in common
stock, convertible securities and
fixed-income securities.

WRL NWQ VALUE /arrow/ NWQ Investment /arrow/ Seeks to achieve maximum,
EQUITY (FORMERLY Management consistent total return with
THE VALUE EQUITY) Company, Inc. minimum risk to principal by
investing primarily in
common stocks with
above-average value which, in
the sub-adviser's opinion, are
in fundamentally attractive
industries and are undervalued
at the time of purchase.

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

</TABLE>

PORTFOLIO SUB-ADVISER INVESTMENT OBJECTIVE
- --------- ----------- --------------------
<S> <C> <C> <C> <C>
WRL GE/SCOTTISH /arrow/ Scottish Equitable /arrow/ Seeks long-term growth of capital
EQUITABLE Investment Management by investing primarily in the
INTERNATIONAL Limited and GE common stock of foreign issuers
EQUITY (FORMERLY Investment Management traded on overseas exchanges and
THE INTERNATIONAL Incorporated in foreign over-the-counter
EQUITY) markets.

</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 Fund are also sold to
other separate accounts that we (or our 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 Fund
simultaneously. Neither we nor the Fund 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 Fund shares by one or more of the separate accounts, which could
have adverse consequences. Material conflicts could result from, for example,
(1) changes in state insurance laws, (2) changes in Federal income tax laws, or
(3) differences in voting instructions between those given by variable life
insurance policyowners and those given by variable annuity contract owners.

If the 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

<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 other securities
for other Portfolios or classes of policies, or we may make a conversion between
Portfolios or classes of policies on the basis of requests made by owners.

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 a specified investment objective.
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 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 Policy owners 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) divided by $100.

If we do not receive voting instructions on time from some owners, 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 Policy owners advising you
of the action and the reasons we took such action.

<PAGE>

THE POLICY
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PURCHASING A POLICY

To purchase a Policy, you 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

We determine the Specified Amount for a Policy based on the initial premium
paid and other characteristics of the proposed Insured(s), such as age, gender
and rate class. Our current minimum Specified Amount for a Policy for issue ages
0-45 is generally $50,000. It declines to $25,000 for issue ages 46-80. We will
generally only issue a Policy to you if you provide sufficient evidence that you
meet our insurability standards. Your application is subject to our underwriting
rules, and we may reject any application for any reason permitted by law. We
may, in our sole discretion, issue a Policy to you if you are over age 80. You
must be insurable and acceptable to us under our underwriting rules on the later
of:

/bullet/ the date of your application; or

/bullet/ the date you complete all of the medical tests and examinations
that we require.

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 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 your rate class. We currently
place Insureds into the following standard rate classes:

/bullet/ ultimate select, non-tobacco use;
/bullet/ select, non-tobacco use;
/bullet/ ultimate standard, tobacco use; and
/bullet/ standard, tobacco use.

<PAGE>

We also place Insureds in various sub-standard rate classes, which involve
a higher mortality risk and higher charges. We generally charge higher rates for
Insureds who use tobacco. We charge lower cost of insurance rates for Insureds
who are in an "ultimate class." An ultimate class is only available if our
underwriting guidelines require you to take a blood test at your proposed age.

WHEN INSURANCE COVERAGE TAKES EFFECT

Full insurance coverage under the Policy will take effect only if the
Insured(s) 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 you pay the full initial premium listed
in the conditional receipt attached to the application, and we deliver the
conditional receipt to you, you will have conditional insurance coverage under
the terms of the conditional receipt. Conditional insurance coverage is void if
the check or draft you gave us to pay the initial premium is not honored when we
first present it for payment.

THE AMOUNT OF /bullet/ the Specified Amount applied for; or
CONDITIONAL INSURANCE /bullet/ $300,000
COVERAGE IS THE LESSER OF: reduced by all amounts payable under all other
life insurance or accidental death benefits that
the Insured has in force or pending with us.

CONDITIONAL LIFE INSURANCE /bullet/ the date of your application; or
COVERAGE BEGINS ON THE /bullet/ the date you complete all of the
LATER OF: medical tests andexaminations that
we require.

CONDITIONAL LIFE INSURANCE /bullet/ the date we determine the Insured has
COVERAGE TERMINATES satisfied our underwriting requirements
AUTOMATICALLY, AND (the Policy Date); or
WITHOUT NOTICE, ON THE /bullet/ 10 days following our offer of
EARLIEST OF: insurance, on any person proposed,
under a different plan or at an
increased premium or different rate
class; or
/bullet/ 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; or
/bullet/ 60 days from the beginning of
conditional insurance coverage.

Conditional life 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 NET PREMIUM. Once we determine
that the Insured meets our underwriting requirements, full insurance coverage
will begin, we issue the Policy, and we will begin to deduct monthly charges
from your net premium. This date is the Policy Date. On the Policy Date, we will
allocate your net premium, less charges, to the

<PAGE>

WRL J.P. Morgan Money Market subaccount. On the Record Date, which is the date
we record your Policy on our books as an in force Policy, we will allocate your
Cash Value from the WRL J.P. Morgan Money Market subaccount to the Accounts you
elect on your application.

On any day we credit net premiums or transfer Cash Value to a subaccount,
we will convert the dollar amount of the net 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.

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. The owner is the
Insured unless the application specifies a different person as the Insured. If
the owner dies before the 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 /bullet/ Change the owner by providing written notice to us at
OWNER any time while the Insured is alive and the Policy is
in force.
/bullet/ Change is effective as of the date that the written
notice is signed.
/bullet/ Changing the owner does not automatically change the
beneficiary.
/bullet/ Changing the owner may have tax consequences.
/bullet/ We are not liable for payments we made before we
received the written notice.

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

<PAGE>

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

ASSIGNING THE /bullet/ The owner may assign Policy rights while the Insured
POLICY is alive.
/bullet/ The owner retains any ownership rights that are not
assigned.
/bullet/ 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.
/bullet/ Claims under any assignment are subject to proof of
interest and the extent of the assignment.
/bullet/ We are not:
/arrow/ bound by any assignment unless we receive a
written notice of the assignment
/arrow/ responsible for the validity of any assignment
/arrow/ liable for any payment we made before we
received written notice of the assignment
/arrow/ bound by any assignment which results in
adverse tax consequences to the owner,
Insured(s) or beneficiary(ies).

CANCELING A POLICY

You may cancel a Policy for a refund during the "free-look period" by
returning it to our Office, or to the agent who sold it. 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
within 7 days after we receive the returned Policy. The amount of the refund
will be:

/bullet/ any charges and taxes we deduct from your premiums; PLUS
/bullet/ any monthly deductions or other charges we deducted from amounts
you allocated to the subaccounts and the fixed account; PLUS
/bullet/ your Cash Value in the subaccounts and the fixed account on the
date we (or our agent) receive the returned Policy.

Some states may require us to refund the premiums you paid.

<PAGE>

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

PREMIUM FLEXIBILITY

You generally have flexibility to determine the frequency and the amount of
the premiums you pay. Unlike conventional insurance policies, you do not have to
pay your premiums according to a rigid and inflexible premium schedule. Before
we issue the Policy to you, we may require you to pay a premium at least equal
to a minimum monthly guarantee premium set forth in your Policy. Thereafter
(subject to the limitations described below), you may make unscheduled premium
payments at any time and in any amount. Under some circumstances, you may be
required to pay extra premiums to prevent a lapse. Your minimum monthly
guarantee premium may change if you request a change in your Policy. If this
happens, we will notify you of the new minimum monthly guarantee premium.

PLANNED PERIODIC PAYMENTS

You will determine a planned periodic payment schedule which allows you to
pay level premiums at fixed intervals over a specified period of time. You are
not required to pay premiums according to this schedule. You may change the
amount, frequency, and the time period over which you make your planned periodic
payments.

Even if you make your planned periodic payments on schedule, your Policy
may still lapse. The duration of your Policy depends on the Policy's Net
Surrender Value. If the Net Surrender Value is not high enough to pay the
monthly deduction (and your no lapse period expired) then your Policy will lapse
(unless you make the payment we specify during the 61-day grace period). See
Policy Lapse and Reinstatement.

NO LAPSE PERIOD

Until the no lapse date that is provided in your Policy, your Policy will
remain in force and no grace period will begin, even if your Net Surrender Value
is too low to pay the monthly deduction, so long as:

/bullet/ the total amount of the premiums you paid (minus any withdrawals,
outstanding loans, and any pro rata Decrease Charge) is equal to or
exceeds:
/arrow/ the minimum monthly guarantee period stated in your Policy,
MULTIPLIED BY
/arrow/ the number of months since the Policy Date, including the
current month.

PREMIUM LIMITATIONS

Premium payments must be at least $50. We may return premiums less than
$50. We will not allow you to make any premium payments that would cause the
total amount of the premiums you pay to exceed the current maximum premium
limitations which qualify the Policy as life insurance according to Federal tax
laws. This maximum is set forth in your

<PAGE>

Policy. If you make a payment that would cause your total premiums to be greater
than the maximum premium limitations, we will return the excess portion of the
premium payment. We will not allow you to make additional premium payments until
they are allowed by the maximum premium limitations.

MAKING PREMIUM PAYMENTS

We will consider any payments you make to be premium payments, unless you
clearly mark them as loan repayments. We will deduct certain charges from your
premium payments (see Premium Expense Charge p. ). Under certain circumstances
we will accept premium payments by wire transfer.

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

TAX-FREE EXCHANGES (1035 EXCHANGES). We will accept as part of your initial
premium money from one contract that qualifies 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.

ALLOCATING PREMIUMS

You must instruct us on how to allocate your net premium among the
subaccounts and the fixed account. You must follow these guidelines:

/bullet/ allocation percentages must be in whole numbers;
/bullet/ we may limit allocations to at least 10% of each net premium
payment; and
/bullet/ if you select dollar cost averaging or asset rebalancing, you must
have at least $5,000 in each subaccount from which we will make
transfers.

You can change the allocation instructions for additional premiums without
charge at any time by writing us, or calling us at 1-800-851-9777. Any
allocation change will be effective on the date we record the change. We reserve
the right to limit the number of premium allocation changes or to charge $25 for
each change in excess of one per calendar quarter.

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. 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. 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.

<PAGE>

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

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

CASH VALUE /bullet/ serves as the starting point for calculating values
under a Policy
/bullet/ equals the sum of all values in each subaccount and
the fixed account
/bullet/ is determined on the Policy Date and on each Valuation
Date
/bullet/ 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 /bullet/ the Cash Value as of such date; MINUS
VALUE ON ANY /bullet/ any Surrender Charge as of such date; MINUS
VALUATION DATE /bullet/ any outstanding Policy loan(s); PLUS
EQUALS: /bullet/ any interest you paid in advance on the loan(s) for
the period between the date of the surrender and the
next Policy anniversary.

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 /bullet/ the initial units purchased on the Policy Date; PLUS
UNITS IN ANY /bullet/ units purchased with additional net premium(s); PLUS
SUBACCOUNT ON /bullet/ units purchased via transfers from another subaccount
ANY VALUATION or the fixed account; MINUS
DATE EQUALS: /bullet/ units redeemed to pay for monthly deductions; MINUS
/bullet/ units redeemed to pay for partial withdrawals; MINUS
/bullet/ units redeemed as part of a transfer to another
subaccount or the fixed account; MINUS
/bullet/ units redeemed to pay any pro rata Decrease Charge.

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

<PAGE>

subtract from, your Policy by dividing the dollar amount of the allocation,
transfer or cash withdrawal by the unit value for that subaccount at the end of
the Valuation Period.

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 will increase or decrease from one
Valuation Period to the next.

THE UNIT VALUE /bullet/ the total value of the Portfolio shares held in the
OF ANY subaccount, determined by multiplying the number of
SUBACCOUNT AT Portfolio shares owned by the subaccount times the
THE END OF A Portfolio's net asset value per share determined at
VALUATION the end of the Valuation Period; MINUS
PERIOD /bullet/ a deduction for the mortality and expense risk
IS CALCULATED AS: charge; MINUS
/bullet/ 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
/bullet/ 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 Record Date, the fixed account value is equal to the Cash Value
allocated to the fixed account from the J.P. Morgan Money Market Subaccount.

THE FIXED ACCOUNT /bullet/ the net premium(s) allocated to the fixed
VALUE AT account; PLUS
THE END OF /bullet/ any amounts transferred to the fixed account; PLUS
ANY VALUATION /bullet/ interest credited to the fixed account; MINUS
PERIOD IS EQUAL TO: /bullet/ amounts charged to pay for monthly deductions;
MINUS
/bullet/ amounts withdrawn from the fixed account; MINUS
/bullet/ amounts transferred from the fixed account to a
subaccount; MINUS
/bullet/ amounts withdrawn from the fixed account to pay
the pro rata Decrease Charge.

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

GENERAL

You 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

<PAGE>

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 among
the subaccounts.
/checkmark/ You may make one transfer from the fixed account in a Policy year.
/checkmark/ You may request transfers in writing (in a form we accept), 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 $25 charge from the amount transferred for each transfer
in excess of 12 transfers 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, reallocation of
Cash Value immediately after the Record Date, and transfers from the
fixed account are NOT treated as transfers for the purpose of the
transfer charge.
/checkmark/ Transfers under dollar cost averaging and asset rebalancing are
treated as transfers for purposes of the transfer charge.

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.

Please note the following regarding telephone transfers:

/arrow/ 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.
/arrow/ We will employ reasonable procedures to confirm that telephone
instructions are genuine.
/arrow/ 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.
/arrow/ If we do not employ reasonable confirmation procedures, we may be
liable for losses due to unauthorized or fraudulent instructions.

We will process any transfer request we receive before the NYSE closes
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.

DOLLAR COST AVERAGING

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

<PAGE>

the subaccounts over a period of time. This potentially allows you to 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 carefully consider 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 it is high. We make no guarantee that dollar cost
averaging will result in a profit or protect you against loss.

Under dollar cost averaging, we automatically transfer a set dollar amount
from the WRL J.P. Morgan Money Market subaccount, the WRL AEGON Bond subaccount,
the fixed account, or any combination of these to a subaccount that you choose.
We will make the transfers monthly as of the end of the Valuation 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 DOLLAR /arrow/ you must submit a completed form to us requesting
COST AVERAGING: dollar cost averaging;
/arrow/ you must have at least $5,000 in each account from
which we will make transfers;
/arrow/ each transfer under dollar cost averaging must be at
least $100; and
/arrow/ each month, you may not transfer more than one-tenth
of the amount that was in your fixed account at the
beginning of dollar cost averaging.

There is no charge for dollar cost averaging. However, each transfer under
dollar cost averaging counts toward your 12 free transfers each year.

DOLLAR /arrow/ we receive your request to cancel your participation;
COST AVERAGING /arrow/ the value in the accounts from which we make the
WILL TERMINATE transfers is depleted;
IF: /arrow/ you elect to participate in the asset rebalancing
program; OR
/arrow/ you elect to participate in any asset allocation
services provided by a third party.

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

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
fixed account and the dollar cost averaging program is not available for this
program. This program does not guarantee gains. A subaccount may still have
losses.

<PAGE>

You may elect asset rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Policy Date. 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.

TO START /arrow/ you must submit a completed asset balancing request
ASSET form to us before the maturity date; and
REBALANCING: /arrow/ you must have a minimum Cash Value of $5,000 or make a
$5,000 initial premium payment.

There is no charge for the asset rebalancing program. However, each
reallocation we make under the program counts towards your 12 free transfers
each year.

ASSET /arrow/ you elect to participate in the dollar cost averaging
REBALANCING program;
WILL CEASE IF: /arrow/ we receive your request to discontinue participation;
/arrow/ you make ANY transfer to or from any subaccount other
than under a scheduled rebalancing; OR
/arrow/ 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.

<PAGE>

FIXED ACCOUNT TRANSFERS

You may make one transfer per Policy year from the fixed account. We
reserve the right to require that you make the transfer in writing, and make it
so that we receive it no later than 30 days after a Policy anniversary. We will
make the transfer on the date we receive the written notice. The maximum amount
you may transfer is the greater of:

/arrow/ 25% of the amount in the fixed account, or
/arrow/ the amount you transferred from the fixed account in the
immediately prior Policy year.

CONVERSION RIGHTS

Within 24 months of your Policy Date, you may transfer all of your
subaccount values to the fixed account. You must make your request in writing.
We will not charge for this transfer.

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

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

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

COSTS AND /bullet/ costs associated with processing and underwriting
EXPENSES applications;
WE INCUR: /bullet/ expenses of issuing and administering the Policy
(including any Policy riders);
/bullet/ overhead and other expenses for providing services
and benefits, sales commissions and marketing
expenses; and
/bullet/ 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 /bullet/ that the charges we may deduct may be insufficient to
ASSUME: meet our actual claims because Insureds die sooner
than we estimate; and
/bullet/ that the costs of providing the services and benefits
under the Policies may exceed the charges we are
allowed to deduct.

<PAGE>

PREMIUM CHARGES

Before we allocate the net premiums you make, we will deduct the following
charges.

PREMIUM EXPENSE /bullet/ This charge equals:
CHARGE /arrow/ 6.0% of premiums during the first ten Policy
years; and
/arrow/ 2.5% of premiums thereafter.
/bullet/ This charge compensates us for distribution expenses
and state premium taxes.

PREMIUM /bullet/ This charge equals $3.00 per premium payment.
COLLECTION /bullet/ This charge compensates us for premium billing and
CHARGE collection costs.
/bullet/ We will not increase this charge.

MONTHLY DEDUCTION

We take a monthly deduction from the Cash Value on the Policy Date and on
each monthly anniversary. We deduct this charge from each account in accordance
with the current 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 (such as cost of insurance) can vary monthly, the monthly deduction
will also vary.

MONTHLY The total we deduct each month is equal to:
DEDUCTION /bullet/ the Monthly Policy Charge; PLUS
/bullet/ the monthly Cost of Insurance Charge; PLUS
/bullet/ the monthly charge for any riders attached to the
Policy.

MONTHLY /bullet/ This charge equals $5.00 each Policy month.
POLICY /bullet/ We guarantee this charge will never be more than
CHARGE $7.50 per month.
/bullet/ We may waive this charge if you purchase additional
policies.
/bullet/ This charge compensates us for administrative
expenses such as recordkeeping, processing death
benefit claims and Policy changes, and overhead
costs.

<PAGE>

COST OF We deduct this charge each month. It varies each month and is
INSURANCE CHARGE equal to:

/bullet/ the cost of insurance rates; MULTIPLIED BY
/bullet/ the net amount at risk for your Policy on the
Monthiversary.

The net amount at risk is equal to:

/bullet/ the death benefit at the beginning of the month;
DIVIDED BY
/bullet/ 1.0032737 (this factor reduces the net amount at
risk, for purposes of computing the cost of
insurance, by taking into account assumed monthly
earnings at an annual rate of 4%); MINUS
/bullet/ the Cash Value at the beginning of the month.

We base the Cost of Insurance rates on the Insured's attained age, gender,
and rate class, and the length of time that the Policy has been in force. The
actual monthly Cost of Insurance rates are based on our expectations as to
future mortality experience. The rates will never be greater than the guaranteed
amount stated in your Policy. These guaranteed rates are based on the 1980
Commissioners Standard Ordinary (C.S.O.) Mortality Tables and the Insured's
attained age and rate class. For standard rate classes, these guaranteed rates
will never be greater than the rates in the C.S.O. tables. We may also guarantee
a rate for a specific period of time (E.G. one year). For a listing of rate
classes, see Underwriting Standards p.___.

We may issue certain Policies on a simplified or expedited basis. The Cost
of Insurance rates for Policies we issue on this basis will be no higher than
the guaranteed rates for select, non-tobacco use or standard, tobacco use
categories. However, these rates may be higher or lower than current rates
charged under otherwise identical Policies that are using standard underwriting
criteria.

OPTIONAL The monthly deduction will include charges for any
INSURANCE optional insurance benefits you add to your Policy by rider
RIDERS (see Supplemental Benefits, p. ).

MORTALITY AND We deduct a daily charge from your Cash Value in each
EXPENSE subaccount to compensate us for certain mortality and expense
RISK CHARGE risks we assume. This charge is equal to:
/bullet/ your Policy's Cash Value in each subaccount
MULTIPLIED BY
/bullet/ the daily pro rata portion of the annual
mortality and expense risk charge rate of 0.90%.

<PAGE>

The annual rate is equal to 0.90% of the average daily net assets of each
subaccount. We intend to reduce this amount to 0.75% after the fifteenth Policy
year, but we do not guarantee that we will do so.

The mortality risk is that an Insured will live for a shorter time than we
project. The expense risk is that the expenses that we incur will exceed the
administrative charge limits we set in the Policy.

If this charge does not cover our actual costs, we absorb the loss.
Conversely, if the charge more than covers actual costs, the excess is added to
our surplus. We expect to profit from this charge. We may use any profits to
cover distribution costs.

SURRENDER CHARGE

If you totally surrender your Policy during the first 15 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. We reduce the Surrender Charge at older ages in compliance with
state laws.

THE SURRENDER CHARGE MAY BE SIGNIFICANT. YOU SHOULD CAREFULLY CALCULATE
THIS CHARGE BEFORE YOU CONSIDER A SURRENDER. Under some circumstances the level
of Surrender Charges might result in no Net Surrender Value available if you
surrender your Policy in the first few Policy years. This will depend on a
number of factors, but is more likely if:

/bullet/ you pay premiums equal to or not much higher than the minimum
monthly guarantee premium shown in your Policy, or
/bullet/ investment performance is too low.

SURRENDER The Surrender Charge is equal to:
CHARGE /bullet/ the SURRENDER CHARGE PER THOUSAND; multipled by
/bullet/ the number of thousands in the Policy's Specified
Amount as it is stated in the Policy; multiplied by
/bullet/ the SURRENDER CHARGE FACTOR.

The SURRENDER CHARGE PER THOUSAND is calculated for each $1,000 of
Specified Amount stated in your Policy. It varies with the Insured's issue age,
gender and rate classifications. See the Surrender Charge table, found at
Appendix D.

The SURRENDER CHARGE FACTOR varies with the Insured's age and the number of
years the Policy has been in force. For Insured's ages 0-39, the Surrender
Charge Factor is equal to 1.00 during Policy years 1-5. It decreases by 0.10
each year until the fifteenth Policy year when it is zero. If you are older than
39 when we issue your Policy, the factor is less than 1.00 at the end of the
first Policy year and decreases to zero at the fifteenth Policy year. Factors
for the Builder Plus Program are different than those shown here (see Builder
Plus Program). We always determine the Surrender Charge Factor from the Policy
Date to the surrender date, regardless of whether there were any prior lapses
and reinstatements.

<PAGE>

SURRENDER CHARGE FACTORS
ISSUE AGES 0 - 39

END OF POLICY YEAR* FACTOR
--------------------------
At Issue ........... 1.00
1-5 ................ 1.00
6 .................. .90
7 .................. .80
8 .................. .70
9 .................. .60
10 ................. .50
11 ................. .40
12 ................. .30
13 ................. .20
14 ................. .10
15 ................. 0
16+ ................ 0

* The factor on any date other than an anniversary will be interpolated
between the two end of year factors.

/bullet/ EXAMPLE: Assume a male tobacco user purchases the Policy at
Issue Age 35 with a Specified Amount of $100,000. The Policy is
surrendered in Policy year 5. The Surrender Charge Per Thousand is
$16.48. This is multiplied by the Surrender Charge Factor of 1.00

The Surrender Charge = the Surrender Charge per Thousand ($16.48) X the
number of thousands of initial Specified Amount
(100) X the Surrender Charge Factor (1.0)
= $1,648.

PRO RATA DECREASE CHARGE

If you decrease the Specified Amount during the first 15 Policy years, we
will deduct a pro rata Decrease Charge from the Cash Value.

PRO RATA This charge is equal to:
DECREASE /bullet/ the amount of the decrease in Specified Amount
CHARGE that you request; MULTIPLIED BY
/bullet/ the Surrender Charge per Thousand; MULTIPLIED BY
/bullet/ the Surrender Charge Factor that applies on the
date of the decrease.

We will not deduct the pro rata Decrease Charge when a Specified Amount
decrease results from:

/bullet/ a change in the death benefit option, or
/bullet/ a withdrawal (when you select death benefit Option A).

We will determine the pro rata Decrease Charge from the Policy Date to the
date of the decrease using the above formula, regardless of whether your Policy
has lapsed and been reinstated, or you have previously decreased your Specified
Amount.

<PAGE>

If we deduct a pro rata Decrease Charge, we will proportionately reduce any
future Surrender Charges. This means that when we calculate the Surrender
Charge, we will reduce it by an amount equal to the Surrender Charge multiplied
by the ratio of any prior decreases in the Specified Amount to the initial full
Specified Amount. A decrease in Specified Amount will generally decrease the
insurance protection of the Policy.

TRANSFER CHARGE /bullet/ We currently allow you to make 12 transfers each year
free from charge.
/bullet/ We charge $25 for each additional transfer.
/bullet/ For the 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.
/bullet/ We deduct the transfer charge from the amount being
transferred.
/bullet/ Transfers due to loans, exercise of conversion
rights, or from the fixed account do not count as
transfers for the purpose of assessing this charge.
/bullet/ Transfers under dollar cost averaging and asset
rebalancing are transfers for purposes of this
charge.
/bullet/ We will not increase this charge.

CHANGE IN NET /bullet/ We currently do not charge you if you change your net
PREMIUM premium allocation. However, in the future we may
ALLOCATION decide to charge you $25 if you make more than one
CHARGE change every three months in your allocation
schedule. We will notify you if we decide to impose
this charge.

CASH WITHDRAWAL /bullet/ When you make a cash withdrawal, we charge a
CHARGE processing fee of $25 or 2% of the amount you
withdraw, whichever is less.
/bullet/ We deduct this amount from the withdrawal, and we pay
you the balance.
/bullet/ We will not increase this fee.

TAXES

We currently do not make any deductions for taxes from the separate
account. We may do so in the future if such taxes are imposed by Federal or
state agencies.

PORTFOLIO EXPENSES

The Portfolios deduct investment charges from the amounts you have invested
in the Portfolios. These charges range from 0.40% to 1.00%. See the Portfolio
Annual Expense Table in this prospectus, and the Fund prospectus.

<PAGE>

GROUP OR SPONSORED POLICIES

We issue a different Policy for group or sponsored arrangements
("Group/Sponsored Policies"). Under Group/Sponsored Policies, a trustee or
employer purchases individual policies covering a group of individuals on a
group basis (E.G. Section 401 employer-sponsored benefit plans and deferred
compensation plans). A sponsored arrangement is where an employer permits a
group solicitation of Policies to its employees or an association permits a
group solicitation of Policies to its members.

We have certain criteria to issue Group/Sponsored Policies. Generally, a
group or sponsored arrangement must be a specific size and must have been in
operation for a number of years. We may reduce certain charges, such as premium
expense charges, Surrender Charges, limits on minimum premium and minimum
Specified Amount, or Monthly Policy Charges, for these Policies. The amount of
the reduction and the criteria for Group/ Sponsored Policies will reflect the
reduced sales effort resulting from these sales. Groups or sponsored
arrangements which have been set up solely to purchase Group/Sponsored Policies
or which have been in existence for less than six months will not qualify.
Group/Sponsored Policies may not be available in all states. Group/Sponsored
Policies may be subject to special tax rules and consequences and other legal
restrictions (see Income Tax Considerations, p. ).

Insurance policies where the benefits vary based on gender may not be used
to fund certain employer-sponsored benefit plans and fringe benefit programs.
Employers should consult tax attorneys before proposing to offer Group/Sponsored
Policies.

ASSOCIATE POLICIES

We offer an Associate Policy to certain employees, field associates,
directors and their relatives. An Associate Policy may have reduced or waived
premium expense charges, Surrender Charges, minimum premium, Specified Amount,
or Monthly Policy Charge. The Associate Policy is available to:

/bullet/ our current and retired directors, officers, full-time employees and
registered representatives, and those of our affiliates; current and
retired directors, officers, full-time employees and registered
representatives of AFSG and any broker-dealer with which they have a
sales agreement;
/bullet/ any trust, pension, profit-sharing or other employee benefit plan of
the foregoing persons or entities;
/bullet/ current and retired directors, officers, and full-time employees of the
WRL Series Fund, Inc., the IDEX Mutual Funds, and any investment
adviser or sub-adviser thereto; and
/bullet/ any family member of the above.

We may modify or terminate this arrangement. Associate Policies may not be
available in all states.

<PAGE>

BUILDER PLUS PROGRAM(SM)

A Builder Plus Program Policy differs from a standard Policy in the
following ways:

/bullet/ the initial premium must be at least $10,000, and at least 90%
of the maximum allowable premium;
/bullet/ our administrative and distribution expenses are lower, so we do
not assess any premium expense charges;
/bullet/ the underwriting process is shorter and simpler;
/bullet/ the Cost of Insurance Charges may be different;
/bullet/ premium payments may be more restricted;
/bullet/ most Builder Plus Program Policies will be modified endowment
contracts (see Federal Income Tax Considerations); and
/bullet/ the Surrender Charge Factor applies for a shorter time.

SURRENDER CHARGE FACTORS
ISSUE AGES 0 - 39

END OF POLICY YEAR* FACTOR
--------------------------
At Issue ........... 1.00
1-5 ................ 1.00
6 .................. .80
7 .................. .60
8 .................. .40
9 .................. 0
10+ ................ 0

* The Surrender Charge on any date other than an anniversary will be
interpolated between the two end of year Surrender Charges.

For Insureds older than 39, this factor is less than 1.00 at the end of the
first Policy year and declines to zero at the end of the ninth Policy year.

The minimum possible Specified Amount at issue is the amount that a $10,000
premium will purchase based on the Insured's age, gender and rate class, and
certain Federal tax law guidelines. For a larger premium there will be a larger
minimum Specified Amount. The maximum Specified Amount depends on the size of
the initial premium payment, and is approximately 111% of the lowest possible
Specified Amount for that premium. Due to Federal tax laws, the amount of
additional premium payments you make may be limited. There are no planned
periodic premiums.

<PAGE>

DEATH BENEFIT
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DEATH BENEFIT PROCEEDS

As long as the Policy is in force, we will pay the death benefit proceeds
on an individual Policy once we receive satisfactory proof of the Insured's
death. We may require return of the Policy. We will pay the death benefit
proceeds to the primary beneficiary(ies) or a contingent beneficiary. If each
beneficiary dies before the 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.

DEATH BENEFIT /bullet/ the death benefit (described below); MINUS
PROCEEDS EQUAL: /bullet/ any past due charges; MINUS
/bullet/ any outstanding Policy loan amount; PLUS /bullet/ any
additional insurance in force provided by rider; PLUS
/bullet/ any interest you paid in advance on the loan(s) for
the period between the date of death and the next
Policy anniversary.

We may further adjust the amount of the death benefit proceeds under
certain circumstances. See Our Right to Contest the Policy; and Misstatement of
Age or Gender.

DEATH BENEFIT

The Policy provides a death benefit. The death benefit is determined at the
end of the Valuation Period in which the Insured dies. You must select one of
the three death benefit options we offer in your application. No matter which
death benefit option you choose, we guarantee that, so long as the Policy does
not lapse, the death benefit will never be less than the Specified Amount on the
date of the Insured's death.

DEATH BENEFIT /bullet/ the current Specified Amount; OR
OPTION A EQUALS /bullet/ a specified percentage called the "limitation
THE GREATER OF: percentage," MULTIPLIED BY
/arrow/ the Cash Value on the Insured's date of
death.

Under Option A, your death benefit remains level unless the limitation
percentage multiplied by the Cash Value is greater than the Specified Amount;
then the death benefit will vary as the Cash Value varies.

<PAGE>

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 at the beginning of each Policy year. The following table
indicates the limitation percentages for different ages:

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

If the Federal tax code requires us to determine the death benefit by
reference to these limitation percentages, the Policy is described as "in the
Corridor." An increase in the Cash Value will increase our risk, and we will
increase the cost of insurance we deduct from the Cash Value.

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

Similarly, so long as the Cash Value exceeds $20,000, each dollar taken out
of the Cash Value will reduce the death benefit by $2.50. If at any time the
Cash Value multiplied by the limitation percentage is less than the Specified
Amount, the death benefit will equal the Specified Amount of the Policy reduced
by the dollar value of any cash withdrawals.

DEATH BENEFIT /bullet/ the current Specified Amount; PLUS
OPTION B EQUALS /arrow/ the Cash Value on the Insured's date of death;
THE GREATER OF: OR
/bullet/ the limitation percentage, MULTIPLIED BY
/arrow/ the Cash Value on the Insured's date of death.

Under Option B, the death benefit always varies as the Cash Value varies.

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

<PAGE>

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

DEATH BENEFIT /bullet/ death benefit Option A; OR
OPTION C EQUALS /bullet/ the current Specified Amount, MULTIPLIED BY
THE GREATER OF: /arrow/ a "factor" equal to the lesser of:
/bullet/ 1.0 or
/bullet/ 0.04 TIMES (95 - Insured's age at
death); PLUS
/arrow/ the Cash Value on the Insured's date of death.

Under Option C, the death benefit varies as the Cash Value and the
Insured's attained age varies.

OPTION C -- THREE ILLUSTRATIONS.

1. Assume that the Insured is under age 40 and that there is no outstanding
indebtedness. Under Option C, a Policy with a Specified Amount of $50,000 and
with a Cash Value of $10,000 will have a death benefit of $60,000 ($50,000 x the
minimum of (1.0 and (0.04 x (95 - 40))) + $10,000). So long as the Insured is
under age 71, this benefit is the same as the Option B benefit.

2. Assume that the Insured is attained age 75 and that there is no
outstanding indebtedness. Under Option C, a Policy with a Specified Amount of
$50,000 and with a Cash Value of $12,000 will have a death benefit of $52,000
($50,000 x the minimum of (1.0 and (0.04 x (95 - 75))) + $12,000). The death
benefit, however, must be at least 105% of Cash Value as shown in the limitation
percentage table above.

3. Assume that the Insured is attained age 75 and that there is no
outstanding indebtedness. Under Option C, a Policy with a Specified Amount of
$50,000 and with a Cash Value of $9,000 will have a death benefit equal to the
Specified Amount of $50,000, since the calculation of $50,000 times the minimum
of (1.0 and (0.04 x (95 - 75))) plus $9,000 is less than the Specified Amount.

EFFECTS OF CASH WITHDRAWALS ON THE DEATH BENEFIT

If you choose Option A, a cash withdrawal will reduce the Specified Amount
by an amount equal to the amount of the cash withdrawal. For an example, see
Cash Withdrawals, page . Regardless of the death benefit option you choose, a
cash withdrawal will reduce the death benefit by at least the amount of the
withdrawal.

CHOOSING DEATH BENEFIT OPTIONS

You must choose one death benefit option on your application. This is an
important decision. The death benefit option you choose will have an impact on
the dollar value of the death benefit, on your Cash Value and on the amount of
charges you pay.

<PAGE>

You may find Option A more suitable for you if your goal is to increase
your Cash Value through positive investment experience. You may find Option B
more suitable if your goal is to increase your total death benefit. You may find
Option C more suitable if your goal is to increase your total death benefit
before you reach attained age 70, and to increase your Cash Value through
positive investment experience thereafter.

CHANGING THE DEATH BENEFIT OPTION

After the third Policy year, you may change your death benefit option once
each Policy year if you have not decreased the Specified Amount that year. We
will adjust the Specified Amount on the date your new death benefit option takes
effect so that the monthly cost of insurance is equal to the monthly cost of
insurance that we would have deducted on that date under the prior option. We
will notify you of the new Specified Amount.

/bullet/ You must make your request in writing.
/bullet/ The effective date of the change will be the Monthly Anniversary
on or following the date when we receive your request for a change.
/bullet/ You may not make a change that would decrease the Specified Amount
below the minimum Specified Amount stated in your Policy.
/bullet/ There may be Federal tax consequences.

DECREASING THE SPECIFIED AMOUNT

After the Policy has been in force for three years, you may decrease the
Specified Amount once each Policy year. A decrease in the Specified Amount may
affect your Cost of Insurance Charge and may have Federal tax consequences.

CONDITIONS FOR /bullet/ you may not change your death benefit option in the
DECREASING THE same Policy year that you decrease your Specified
SPECIFIED Amount;
AMOUNT: /bullet/ you may not decrease your Specified Amount lower than
the minimum Specified Amount stated in your Policy;
/bullet/ you may not decrease your Specified Amount if it would
disqualify your Policy as life insurance under the
Internal Revenue Code;
/bullet/ we may limit the amount of the decrease to no more
than 20% of the Specified Amount;
/bullet/ a decrease in Specified Amount will take effect on the
Monthly Anniversary on or after we receive your
written request; and
/bullet/ we will assess a pro rata Decrease Charge against the
Cash Value if you decrease your Specified Amount
within the first fifteen Policy years.

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. See Settlement
Options p.___ for information concerning these settlement options.

<PAGE>

SURRENDERS AND CASH WITHDRAWALS
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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 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 15 Policy years (see Charges and
Deductions p. ). 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 or under a settlement option. A
surrender may have tax consequences. See Federal Income Tax Considerations.

CASH WITHDRAWALS

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

CASH /bullet/ You must make your cash withdrawal request to us in
WITHDRAWAL writing.
CONDITIONS: /bullet/ We only allow one cash withdrawal during a 12-month
period.
/bullet/ We may limit the amount you can withdraw to at least
$500, and to no more than 10% of the Net Surrender
Value.
/bullet/ You can specify the subaccount(s) and the fixed
account from which to make the withdrawal. Otherwise
we will deduct the amount from the subaccounts and the
fixed account in accordance with the current
allocation instructions. We generally will pay a cash
withdrawal request within seven days following the
Valuation Date we receive the request.
/bullet/ We will deduct a processing fee equal to $25 or 2% of
the amount you withdraw, whichever is less. We deduct
this amount from the withdrawal, and we pay you the
balance.
/bullet/ You may not take a cash withdrawal that would
disqualify your Policy as life insurance under the
Internal Revenue Code.

A cash withdrawal will reduce the Cash Value by the amount of the cash
withdrawal, and reduce the death benefit by at least the amount of the cash
withdrawal. When death benefit Option A is in effect, a cash withdrawal will
reduce the Specified Amount by an amount equal to the amount of the cash
withdrawal.

In no event will we permit any withdrawal to reduce the Specified Amount
below the minimum Specified Amount set forth in the Policy.

<PAGE>

A cash withdrawal may have tax consequences (see Federal Income Tax
Considerations).

LOANS
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GENERAL

After the first Policy year (as long as the Policy is in force) you may
borrow money from us using the Policy as the only security for the loan. We may
permit a loan prior to the first anniversary for Policies issued pursuant to
1035 Exchanges. A loan that is taken from, or secured by, a Policy may have tax
consequences. See Federal Income Tax Considerations.

POLICY LOANS /bullet/ we may require you to borrow at least $500; and
ARE SUBJECT /bullet/ the maximum amount you may borrow is 90% of the Cash
TO CERTAIN Value, less any Surrender Charge and any outstanding
CONDITIONS: loan amount.

When you take a loan, we will withdraw an amount equal to the requested
loan plus interest in advance until the next Policy anniversary 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.

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

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 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 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 a transfer to the fixed
account if the loans were originally transferred from the fixed account.

<PAGE>

INTEREST RATE CHARGED

We will charge you an annual interest rate on a standard Policy loan that
is equal to 5.2% and is payable annually in advance (equivalent to an effective
annual rate of 5.5%). 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 at least 4.0%. We may credit a higher rate, but we are not
obligated to do so.

/bullet/ We currently credit interest at an effective annual rate of 4.75%
on amounts you borrow during the first ten Policy years.
/bullet/ After the tenth Policy year, on all amounts that you have
borrowed, we currently credit that part of the Cash Value in
excess of the cost basis (premiums less withdrawals) with interest
equal to the interest rate we charge on the total loan. The
remaining portion, equal to the cost basis, is credited 4.75%.

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. 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 plus interest in advance until
the next Policy anniversary 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. 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 performance of the
separate account.

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).

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.

Loans may have tax consequences (see Federal Income Tax Considerations).

POLICY LAPSE AND REINSTATEMENT
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LAPSE

Your Policy may not necessarily lapse if you fail to make a planned
periodic payment. However, even if you make all your planned periodic payments,
there is no guarantee that

<PAGE>

your Policy will not lapse. This Policy provides a no lapse period. See below.
Once your no lapse period ends, 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. Such lapse might occur if poor investment experience
causes a decrease in the Net Surrender Value, or you have not paid enough
premiums to offset the monthly charges.

If the Net Surrender Value is not enough to pay the monthly deductions, we
will mail a notice to your last known address and 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.

NO LAPSE PERIOD

This Policy provides for a no lapse period. As long as the no lapse period
is in effect, your Policy will not lapse and no grace period will begin. Even if
your Net Surrender Value is not enough to pay your monthly deduction, the Policy
will not lapse so long as the no lapse period is in effect. The no lapse period
will not extend beyond the no lapse date provided in your Policy. Each month we
determine whether the no lapse period is still in effect.

EARLY /bullet/ The no lapse period will end IMMEDIATELY if you do not
TERMINATION OF pay sufficient premiums.
THE NO LAPSE /bullet/ You must pay total premiums (minus withdrawals, loans,
PERIOD and any pro rata Decrease Charge) that equal at least:
/arrow/ your minimum monthly guarantee premium
(shown in your Policy), MULTIPLIED BY
/arrow/ the number of months since the Policy Date
(including the current month).

You will lessen the risk of Policy lapse, if you keep the no lapse period
in effect. Before you take a cash withdrawal or a loan, or you decrease the
Specified Amount, you should carefully consider the effect it will have on the
no lapse period guarantee.

If you add a rider after the Policy Date, your no lapse period will end
immediately. If adding a rider would cause your Policy to lapse, we will notify
you that the grace period has started.

<PAGE>

REINSTATEMENT

We will reinstate a lapsed Policy for five years after the lapse (and prior
to the maturity date). To reinstate the Policy you must:

/bullet/ submit a written application for reinstatement;
/bullet/ provide evidence of insurability satisfactory to us;
/bullet/ make a premium that is large enough to cover:
/arrow/ one monthly deduction at the time of termination;
/arrow/ the next two monthly deductions which become due after
reinstatement; and
/arrow/ any Surrender Charge calculated from the Policy Date to
the date of reinstatement.

We will not reinstate any indebtedness. The Cash Value of the loan reserve on
the reinstatement date will be zero. Your Net Surrender Value on the
reinstatement date will equal the net premiums you pay at reinstatement, MINUS
one monthly deduction and any Surrender Charge. The reinstatement date for your
Policy will be the Monthly Anniversary on or following the day we approve your
application for reinstatement. We may decline a request for reinstatement.

FEDERAL INCOME TAX CONSIDERATIONS
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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 (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. The manner in which these requirements
are to be applied to certain innovative features of the Policy are not directly
addressed by the Code or the limited guidance as to how these requirements are
to be applied. Nevertheless, we believe that a Policy should satisfy the
applicable Code requirements. Because of 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

<PAGE>

account supporting their policies due to their ability to exercise investment
control over those assets. Where this is the case, the policy owners 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 your 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.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL. We believe that the death benefit under a Policy should be
excludible 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. Due to the
Policy's flexibility, each Policy's circumstances will determine whether the
Policy is classified as a MEC. A Builder Plus Program(SM) Policy will in most
instances be treated as a MEC. If you do not want your Policy to be classified
as a MEC, a tax advisor should be consulted to determine the circumstances, if
any, under which your Policy would not be classified as a MEC.

DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. Policies classified as
MECs are subject to the following tax rules:

/bullet/ All distributions other than death benefits from a MEC, including
distributions upon surrender and 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.

<PAGE>

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

/bullet/ A 10 percent 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 your 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 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.

It is not clear whether loans from or secured by a Policy that is not a MEC
will be treated as distributions. You should consult a tax adviser if you
consider taking a loan from a Policy that is not a MEC.

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

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.

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 includible in the owner's income when a taxable
distribution occurs.

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.

If a trustee under a pension or profit-sharing plan, or similar deferred
compensation arrangement, owns a Policy, the Federal, state and estate tax
consequences could differ. The amounts of life insurance that may be purchased
on behalf of a participant in a pension or profit-sharing plan are limited. The
current cost of insurance for the net amount at risk is treated as a "current
fringe benefit" and must be included annually in the plan participant's gross
income. We report this cost (generally referred to as the "P.S. 58" cost) to the

<PAGE>

participant annually. If the plan participant dies while covered by the plan and
the Policy proceeds are paid to the participant's beneficiary, then the excess
of the death benefit over the Cash Value is not taxable. However, the Cash Value
will generally be taxable to the extent it exceeds the participant's cost basis
in the Policy. Policies owned under these types of plans may be subject to
restrictions under the Employee Retirement Income Security Act of 1974
("ERISA"). You should consult a qualified advisor regarding ERISA.

Department of Labor ("DOL") regulations impose requirements for participant
loans under retirement plans covered by ERISA. Plan loans must also satisfy tax
requirements to be treated as nontaxable. Plan loan requirements and provisions
may differ from Policy loan provisions. Failure of plan loans to comply with the
requirements and provisions of the DOL regulations and of tax law may result in
adverse tax consequences and/or adverse consequences under ERISA. Plan
fiduciaries and participants should consult a qualified advisor before
requesting a loan under a Policy held in connection with a retirement plan.

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER. We believe that the
single-sum payment we make under this rider should be fully excludable from the
gross income of the beneficiary, as long as the beneficiary is the Insured under
the Policy. You should consult a tax adviser about the consequences of adding
this rider to your Policy, or requesting a single-sum payment.

POSSIBLE TAX LAW CHANGES. While the likelihood of legislative changes is
uncertain, there is always a possibility that the tax treatment of the Policy
could change by legislation or otherwise. It is even possible that any
legislative change could be retroactive (effective prior to the date of the
change). Consult a tax advisor with respect to legislative developments and
their effect on the Policy.

OTHER POLICY INFORMATION
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OUR RIGHT TO CONTEST THE POLICY

In issuing this Policy, we rely on all statements made by or for the
Insured 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 for two years from the Policy Date, or if reinstated, for two years
from the date of reinstatement.

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within two years of
the Policy Date, the Policy will terminate and our liability is limited to an
amount equal to the premiums paid, less any outstanding indebtedness, and less
any cash withdrawals paid. We will pay this amount to the beneficiary in one
sum. If the Policy lapsed, we will measure

<PAGE>

the suicide period from the reinstatement date. If the Insured commits suicide
within two years of the reinstatement date or the date of any increase in
insurance, our total liability with respect to such reinstatement or increase
will be the Cost of Insurance Charges we deducted.

MISSTATEMENT OF AGE OR GENDER

If the age or gender of the Insured was stated incorrectly in the
application or any supplemental application, 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.

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

BENEFITS AT MATURITY

If the Insured is living and the Policy is in force, the Policy will mature
on the Policy anniversary nearest the Insured's 95th birthday. This is the
maturity date. On the maturity date we will pay you the Net Surrender Value of
your Policy. We may extend the maturity date if your Policy is still in force on
the maturity date and there are no adverse tax consequences in doing so. You
must submit a written request for the extension between 90 and 180 days prior to
the maturity date. We must agree to the extension.

PAYMENTS WE MAKE

We usually pay the amounts of any surrender, cash 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:

/bullet/ the NYSE is closed, other than customary weekend and holiday
closing, or trading on the NYSE is restricted as determined by
the SEC; OR
/bullet/ the SEC permits, by an order, the postponement for the protection
of owners; OR
/bullet/ 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, cash 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, cash withdrawals,
or surrenders from the fixed account for up to six months.

<PAGE>

SETTLEMENT OPTIONS

You or the beneficiary may elect to receive Policy benefits in either a
lump sum or in accordance with one of the settlement options listed below. Once
a settlement option takes effect, you or the beneficiary will no longer have
value in the Accounts. The effective date of a settlement option is the
surrender date or the date of the Insured's death.

OPTION 1 - /bullet/ We will pay the proceeds plus the interest in equal A
PAYMENTS FOR monthly installments for a period you choose.
FIXED PERIOD /bullet/ The period may not be longer than 30 years.
/bullet/ We will stop making payments once we pay the Policy in
full.

OPTION 2 - LIFE /bullet/ We will pay the proceeds in equal installments for the
INCOME guaranteed payment period you elect.
/bullet/ We will continue to make payments for the person's
life on which you base the option.
/bullet/ We will pay the installments;
/arrow/ during the payee's lifetime; |Ze during a
fixed period certain and for the payee's
remaining lifetime; or
/arrow/ until the sum of the installments we pay
equals the proceeds and for the payee's
remaining lifetime.
/bullet/ You can choose a guaranteed payment period of 5 or 10
years, or for the period in which total payments will
equal the amount retained.

OPTION 3 - /bullet/ We will pay the proceeds during the joint lifetimes of
JOINT AND SURVIVOR two persons.
LIFE INCOME /bullet/ When the first person dies:
/arrow/ we will make the payments for the survivor's
lifetime; or
/arrow/ we will reduce the payments by one-third and
make payments for the survivor's lifetime.

REPORTS TO OWNERS

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

<TABLE>
<CAPTION>
<S> <C>
/checkmark/ the current Cash Value /checkmark/ any activity since the last report
/checkmark/ the current Net Surrender Value /checkmark/ projected values
/checkmark/ the current death benefit /checkmark/ investment experience of each subaccount
/checkmark/ any outstanding loans /checkmark/ any other information required by law
</TABLE>

<PAGE>

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:

/bullet/ the maturity date /bullet/ the end of the grace period
/bullet/ the date the Insured dies /bullet/ the date the Policy is
surrendered

SUPPLEMENTAL BENEFITS (RIDERS)
- --------------------------------------------------------------------------------
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The following supplemental benefits (riders) are available and may be added
to a Policy. Monthly charges for these are deducted from Cash Value as part of
the monthly deduction. The riders available with the Policies provide fixed
benefits that do not vary with the investment experience of the separate
account. For purposes of the riders, the Primary Insured is the person insured
under the Policy, and the Face Amount is the level term insurance amount we pay
at death.

CHILDREN'S INSURANCE RIDER

This rider provides a Face Amount on the Primary Insured's children. We
will pay a death benefit once we receive proof that the insured child died while
both the rider and coverage were in force for that child. If the Primary Insured
dies while the rider is in force, we will terminate the rider 31 days after the
death, and we will offer a separate life insurance policy to each insured child.

ACCIDENTAL DEATH BENEFIT RIDER

Subject to certain limitations, we will pay a Face Amount if the Primary
Insured's death results solely from accidental bodily injury where:

/bullet/ the death is caused by external, violent, and accidental means;
/bullet/ the death occurs within 90 days of the accident; and
/bullet/ the death occurs while the rider is in force.

<PAGE>

The rider will terminate on the earliest of:

/bullet/ the Policy anniversary nearest the Primary Insured's 70th
birthday;
/bullet/ the date the Policy terminates; or
/bullet/ the Monthly Anniversary when the rider terminates at the Primary
Insured's request.

OTHER INSURED RIDER

We will pay the rider's Face Amount when we receive proof of the other
Insured's death. On any Monthly Anniversary while the rider is in force, you may
replace it with a new Policy on the other Insured's life (without evidence of
insurability).

CONDITIONS TO /bullet/ your request must be in writing;
REPLACE THE /bullet/ the rider has not reached the anniversary nearest to
RIDER: the other Insured's 70th birthday;
/bullet/ the new policy is any permanent insurance plan that we
currently offer;
/bullet/ the amount of the insurance under the new Policy will
equal the Face Amount in force under the rider; and
/bullet/ we will base your premium on the other Insured's rate
class under the rider.

DISABILITY WAIVER RIDER

Subject to certain conditions, we will waive the Policy's monthly
deductions while you are disabled. We must receive proof that:

/bullet/ you are totally disabled;
/bullet/ the rider was in force when you became disabled;
/bullet/ you became disabled before the anniversary nearest your 60th
birthday; and
/bullet/ you are continuously disabled for at least six months.

We will not waive any deduction which becomes due more than one year before we
receive written notice of your claim.

DISABILITY WAIVER AND MONTHLY INCOME RIDER

This rider has the same benefits as the Disability Waiver Rider, but adds
an income benefit for up to 120 months.

PRIMARY INSURED RIDER ("PIR") AND PRIMARY INSURED RIDER PLUS ("PIR PLUS")

Under the PIR and the PIR Plus, we provide term insurance coverage on a
different basis from the coverage in your Policy. You may purchase the PIR
anytime, but you must purchase the PIR Plus when you apply for your Policy.

<PAGE>

FEATURES OF /bullet/ the rider increases the Policy's death benefit by the
PIR AND PIR rider's Face Amount;
PLUS: /bullet/ the PIR terminates when you turn 90, and the PIR Plus
terminates when you turn 85;
/bullet/ we do not assess any additional surrender charge for
PIR and PIR Plus;
/bullet/ generally PIR and PIR Plus coverage costs less than
the insurance coverage under the Policy, but has no
Cash Value;
/bullet/ you may cancel or reduce your rider coverage without
decreasing your Policy's Specified Amount; and
/bullet/ you may generally decrease your Specified Amount
without reducing your rider coverage.

It may cost you less to reduce your PIR or PIR Plus coverage than to
decrease your Specified Amount, because we do not deduct a surrender charge in
connection with your PIR or PIR Plus rider. However, it may cost you more to
keep a higher Specified Amount, because the Specified Amount may have a cost of
insurance that is higher than the cost of the same amount of coverage under your
PIR or PIR Plus.

You should consult your registered representative to determine if you would
benefit from PIR or PIR Plus. We may discontinue PIR or PIR Plus at any time. We
may also modify the terms of these riders for new policies.

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER

This rider allows us to pay all or a portion of the death benefit once we
receive satisfactory proof that the Insured is ill and has a life expectancy of
one year or less. A doctor must certify the Insured's life expectancy.

We will pay a "single-sum benefit" equal to:

/bullet/ the death benefit on the date we pay the single-sum benefit;
MULTIPLIED BY
/bullet/ the election percentage of the death benefit you elect to
receive; DIVIDED BY
/bullet/ 1 + i ("i" equals the interest rate determined by the Code or the
Policy loan interest rate, whichever is greater); MINUS
/bullet/ any indebtedness at the time we pay the single-sum benefit,
multiplied by the election percentage.

The maximum terminal illness death benefit we will pay is equal to:

/bullet/ the death benefit available under the Policy at the Insured's
death; PLUS
/bullet/ the benefit available under any PIR or PIR Plus rider in force.
/bullet/ a single-sum benefit may not be greater than $500,000.

The election percentage is a percentage that you select. It may not be
greater than 100% of your Policy's death benefit under the rider.

<PAGE>

We will not pay a benefit under the rider if your terminal condition
results from self-inflicted injuries which occur during the period specified in
your Policy's suicide provision.

The rider terminates at the earliest of:

/bullet/ the date the Policy terminates;
/bullet/ the date a settlement option takes effect;
/bullet/ the date we pay a single-sum benefit; or
/bullet/ the date you terminate the rider.

We do not charge for this rider. This rider may not be available in all
states, or its terms may vary depending on a state's insurance law requirements.

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

We are a member of the Insurance Marketplace Standards Association
("IMSA"), and so we may include the IMSA logo and information about IMSA
membership in our advertisements. Companies that belong to IMSA subscribe to a
set of ethical standards covering the various aspects of sales and service for
individually sold life insurance and annuities.

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

The information this section provides shows the Fund's historical
investment experience and the hypothetical illustrations of the Policy based on
the Fund's historical investment experience. This information does not represent
or project future investment performance.

We started selling the Policies in 1997. The separate account and the Fund
commenced operations on October 2, 1986. The rates of return below show the
actual investment experience of each Portfolio for the periods shown. The
illustrations of death benefits, Cash Values, and Net Surrender Value below
depict these Policy features as if you had purchased it on January 1, 1987. The
illustrations are based on the historical investment experience of the Portfolio
indicated as of January 1 of the year the Portfolio commenced 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.

RATES OF RETURN

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 average annual compounded rates of return for the
periods ended on December 31, 1998.

These rates of return do not reflect the annual mortality and expense risk
charge, charges deducted from premiums, monthly deductions from Cash Value, or
Surrender Charges. These rates are not an estimate, projection or guarantee of
future performance.

<PAGE>

We also show below comparable figures for the unmanaged Standard & Poor's
Index 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 ......... % N/A N/A % % 3/1/94
WRL VKAM Emerging Growth ............ % N/A % % % 3/1/93
WRL Janus Growth .................... % % % % % 10/2/86
WRL Janus Global .................... % N/A % % % 12/3/92
WRL AEGON Bond ...................... % % % % % 10/2/86
WRL LKCM Strategic Total Return ..... % N/A % % % 3/1/93
WRL Federated Growth & Income ....... % N/A N/A % % 3/1/94
WRL J.P. Morgan Money Market ........ % % % % % 10/2/86
WRL Dean Asset Allocation ........... % N/A N/A % % 1/3/95
WRL GE U.S. Equity .................. % N/A N/A N/A % 1/2/97
WRL Third Avenue Value .............. % N/A N/A N/A % 1/2/98
WRL J.P. Morgan Real Estate
Securities ......................... % N/A N/A N/A N/A 5/1/98
WRL AEGON Balanced .................. % N/A N/A % % 3/1/94
WRL NWQ Value Equity ................ % N/A N/A N/A % 5/1/96
WRL C.A.S.E. Growth ................. % N/A N/A % % 5/1/95
WRL GE/Scottish Equitable
International Equity ............... % N/A N/A N/A % 1/2/97
S&P 500 ............................. % % % % % 10/2/86
</TABLE>

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

HYPOTHETICAL ILLUSTRATIONS BASED ON ADJUSTED HISTORIC PORTFOLIO PERFORMANCE

In order to demonstrate how the actual investment experience of the
Portfolios could have affected the Option A death benefit, Cash Value and Net
Surrender Value of the Policy, we will provide hypothetical illustrations using
the actual investment experience of each Portfolio since its inception. THESE
HYPOTHETICAL ILLUSTRATIONS ARE DESIGNED TO SHOW THE PERFORMANCE THAT COULD HAVE
RESULTED IF THE POLICY HAD BEEN IN EXISTENCE DURING THE PERIOD ILLUSTRATED. We
assumed that the actual rate of return was uniformly earned throughout the year,
however, the Portfolio's actual performance did and will vary throughout the
year resulting in variable monthly deductions from Cash Value that could affect
performance. These illustrations do not represent what may happen in the future.

The amounts we show for death benefits, Cash Values, and Net Surrender
Values take into account all charges and deductions from the Policy, the
separate account, and the Fund. For each Portfolio, we base one illustration on
the guaranteed cost of insurance rates and one on the current cost of insurance
rates. The amount and timing of premium payments, withdrawals, and loans would
affect individual Policy benefits.

<PAGE>

For each Portfolio, the illustrations below show Option A based on an
annual premium of $2,000 and a Specified Amount of $165,000 for a male age 35,
non-tobacco, Ultimate Select 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
January 1, 1995. This example assumes that the Net Premiums and related Cash
Values were in the subaccount for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

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

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

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

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

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

<PAGE>

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

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

Cash Value Net Surrender Value
------------------------ -----------------------
Policy Anniversary on January 1 of Current Guaranteed Current Guaranteed
- ------------------------------------ --------- ------------ --------- -----------
<S> <C> <C> <C> <C>
1988 .............................. $ 1,753 $ 1,728 $ 0 $ 0
1989* ............................. 3,851 3,792 1,290 1,231
1990* ............................. 8,090 7,957 5,530 5,397
1991* ............................. 9,356 9,181 6,796 6,620
1992* ............................. 17,476 17,133 14,915 14,572
1993* ............................. 19,276 18,878 16,971 16,573
1994* ............................. 21,289 20,827 19,240 18,778
1995* ............................. 20,672 20,197 18,879 18,404
1996* ............................. 32,641 31,888 31,105 30,351
1997* ............................. 39,657 38,740 38,376 37,459
1998* ............................. 48,707 47,595 47,682 46,571
1999* ............................. 81,219 79,390 80,451 78,622
</TABLE>

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

The following example shows how the hypothetical net return of the WRL Janus
Global Portfolio would have affected benefits for a Policy dated January 1,
1993. This example assumes that the Net Premiums and related Cash Values were in
the subaccount for the entire period and that the values were determined on the
first Valuation Date following January 1st of each year.

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

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

<PAGE>

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

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

Cash Value Net Surrender Value
------------------------ -----------------------
Policy Anniversary on January 1 of Current Guaranteed Current Guaranteed
- ------------------------------------ --------- ------------ --------- -----------
<S> <C> <C> <C> <C>
1988 .............................. $ 1,479 $ 1,457 $ 0 $ 0
1989* ............................. 3,230 3,176 669 615
1990* ............................. 5,506 5,405 2,945 2,844
1991* ............................. 7,492 7,336 4,931 4,775
1992* ............................. 10,500 10,265 7,940 7,705
1993* ............................. 12,899 12,593 10,595 10,288
1994* ............................. 16,010 15,611 13,962 13,562
1995* ............................. 16,202 15,774 14,410 13,982
1996* ............................. 21,595 21,021 20,059 19,485
1997* ............................. 22,700 22,093 21,420 20,813
1998* ............................. 26,445 25,752 25,421 24,728
1999* ............................. 30,020 29,242 29,252 28,474
</TABLE>

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

The following example shows how the hypothetical net return of the WRL LKCM
Strategic Total Return Portfolio would have affected benefits for a Policy dated
January 1, 1994. This example assumes that the Net Premiums and related Cash
Values were in the subaccount for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

WRL LKCM STRATEGIC TOTAL RETURN PORTFOLIO
Male Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

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

<PAGE>

The following example shows how the hypothetical net return of the WRL Federated
Growth & Income Portfolio would have affected benefits for a Policy dated
January 1, 1995. This example assumes that the Net Premiums and related Cash
Values were in the subaccount for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

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

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

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

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

Cash Value Net Surrender Value
------------------------ -----------------------
Policy Anniversary on January 1 of Current Guaranteed Current Guaranteed
- ------------------------------------ --------- ------------ --------- -----------
<S> <C> <C> <C> <C>
1988 ............................. $ 1,654 $ 1,631 $ 0 $ 0
1989* ............................ 3,394 3,339 833 778
1990* ............................ 5,313 5,216 2,752 2,655
1991* ............................ 7,315 7,163 4,754 4,602
1992* ............................ 9,238 9,028 6,677 6,467
1993* ............................ 11,000 10,732 8,695 8,428
1994* ............................ 12,690 12,361 10,642 10,313
1995* ............................ 14,546 14,146 12,753 12,354
1996* ............................ 16,713 16,247 15,177 14,711
1997* ............................ 18,883 18,355 17,603 17,075
1998* ............................ 21,218 20,638 20,193 19,614
1999* ............................ 23,629 22,991 22,860 22,223
</TABLE>

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

<PAGE>

The following example shows how the hypothetical net return of the WRL Dean
Asset Allocation Portfolio would have affected benefits for a Policy dated
January 1, 1995. This example assumes that the Net Premiums and related Cash
Values were in the subaccount for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

WRL DEAN ASSET ALLOCATION PORTFOLIO
Male Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

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

The following example shows how the hypothetical net return of the WRL GE
U.S. Equity Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1997. This example assumes that Net Premiums and related Cash
Values were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

WRL GE U.S. EQUITY PORTFOLIO
Male Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

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

<PAGE>

The following example shows how the hypothetical net return of the WRL Third
Avenue Value Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1998. This example assumes that Net Premiums and related Cash
Values were in the subaccount for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

WRL THIRD AVENUE VALUE PORTFOLIO
Male Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

Because the WRL J.P. Morgan Real Estate Securities Portfolio did not
commence operations until May 1, 1998, there are no hypothetical illustrations
for this Portfolio.

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

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

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

<PAGE>

The following example shows how the hypothetical net return of the WRL NWQ Value
Equity Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1997. This example assumes that Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

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

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

The following example shows how the hypothetical net return of the WRL C.A.S.E.
Growth Portfolio would have affected benefits for a Policy dated January 1,
1996. This example assumes that the Net Premiums and related Cash Values were in
the subaccount for the entire period and that the values were determined on the
first Valuation Date following January 1st of each year.

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

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

<PAGE>

The following example shows how the hypothetical net return of the WRL
GE/Scottish Equitable International Equity Portfolio of the Fund would have
affected benefits for a Policy dated January 1, 1997. This example assumes that
Net Premiums and related Cash Values were in the Sub-Account for the entire
period and that the values were determined on the first Valuation Date following
January 1st of each year.

WRL GE/SCOTTISH EQUITABLE INTERNATIONAL EQUITY PORTFOLIO
Male Issue Age 35, $2,000 Annual Premium
($165,000 Specified Amount, Ultimate Select Risk)
Death Benefit Option A
Both Current and Guaranteed Cost of Insurance Rates

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

OTHER PERFORMANCE DATA IN ADVERTISING SALES LITERATURE

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

/bullet/ other variable life issuers in general;

/bullet/ 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);
/arrow/ 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.
/bullet/ the Standard & Poor's Index of 500 Common Stocks, or other widely
recognized indices;
/arrow/ 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
/bullet/ other types of investments, such as:
/arrow/ certificates of deposit;
/arrow/ savings accounts and U.S. Treasuries;
/arrow/ certain interest rate and inflation indices (E.G. the
Consumer PriceIndex); or
/arrow/ indices measuring the performance of a defined group of
securities recognized by investors as representing a
particular segment of the

<PAGE>

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, N.E., 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 sales commission
payable to Western Reserve agents or other registered representatives may vary
with the sales agreement, but it is not expected to be greater than:

/bullet/ 65% of all premiums you make during the first Policy year, PLUS
/bullet/ 2.20% of all premiums you make during Policy years 2 through 10.

We will pay an additional sales commission of up to 0.10% of the Policy's Cash
Value on the fifth Policy anniversary and each anniversary thereafter where the
Cash Value (minus amounts attributable to loans) equals at least $5,000. 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 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

<PAGE>

settlement payments have been made. We believe that there are no pending or
threatened lawsuits that will adversely impact us, or AFSG, or the separate
account.

YEAR 2000 MATTERS

In October 1996, Western Reserve adopted and presently has in place a Year
2000 Assessment and Planning Project (the "Plan") to review and analyze existing
hardware and software systems, and voice and data communications systems, to
determine if they are Year 2000 compatible. The Plan provides for a management
process which ensures that when a particular system, or software application, is
determined to be "non-compliant," the proper steps are in place to either remedy
the "non-compliance" or cease using the particular system or software. The Plan
also requires the Chief Information Officer to report to the Board of Directors
on a regular and routine basis the status of efforts under the Plan. We also
have engaged the services of a third-party provider that specializes in Year
2000 issues to work on the project.

The Plan has four specific objectives:
/bullet/ develop an inventory of all applications;
/bullet/ evaluate all applications to determine the most prudent manner
to move them to Year 2000 compliance, if necessary;
/bullet/ estimate budgets, resources and schedules for the migration of
the "affected" applications to Year 2000 compliance; and
/bullet/ define testing and deployment requirements to successfully manage
validation and re-employment of any changed code.

As of December 31, 1998, substantially all mission critical internal
systems are Year 2000 compliant. Validation testing will continue through and
including 1999.

As of the date of this prospectus, we have identified and made available
what we believe are the appropriate resources of hardware, people and dollars,
including engaging outside third parties, to ensure that the Plan will be
completed.

Resolving the Year 2000 computer problem is complex and multifaceted. We
cannot know conclusively whether a response plan is successful until the Year
2000 arrives (or an earlier date if the systems or equipment address Year 2000
data prior to the Year 2000). Even with the appropriate and diligent pursuit of
a well-conceived response plan, including testing procedures, there is no
certainty that any company will achieve complete success. Also, the actions (or
failure to act) of third parties beyond our knowledge or control may affect our
ability to function unaffected to and through the Year 2000. See the Fund's
prospectus for information on its preparation for Year 2000.

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.

<PAGE>

Our financial statements for the years ended December 31, 1998, 1997 and
1996, 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 home office is located at 570 Carillon Parkway, St.
Petersburg, Florida 33716-1202.

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.

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.

<PAGE>

BOARD OF DIRECTORS

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); and
Chairman of the Board of WRL
Investment Management, Inc.
(1996 - present); Chairman of
the Board, 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>

<PAGE>

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

SENIOR OFFICERS

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, WRL
Investment Management, Inc.
(1996 - present); Director, WRL
Investment Services, Inc. (1996 -
present).

William H. Geiger* Senior Vice President, Secretary Vice President and Assistant
and Corporate Counsel Secretary, IDEX Mutual Funds
(1990 - present).

G. John Hurley* Executive Vice President Director, WRL Series Fund, Inc.
(1994 - present); Director, WRL
Investment Services, Inc. (1996 -
present); Director, WRL
Investment Management, Inc.
(1996 - present); President, Chief
Executive Officer and Trustee,
IDEX Mutual Funds (1990 -
present).

Allan J. Hamilton* Vice President, Treasurer Vice President and Controller
and Controller (1987 - present), Treasurer (1997
- present) Western Reserve;
Treasurer and Chief Financial
Officer, 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 $5 million (subject to a $1 million deductible), covering all of the
employees of AEGON U.S. and its affiliates, including Western Reserve. A
Stockbrokers Blanket Bond, issued to AEGON U.S.A. Securities, Inc. providing
fidelity coverage, covers the activities of registered representative of AFSG
Securities Corporation to a limit of $12 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 is
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 PFL 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.

<PAGE>

APPENDIX A
GLOSSARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Accounts The options to which you can allocate your money. The
Accounts include the fixed account and the subaccounts in
the separate account.

attained age The issue age of the person insured, 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 any contingent beneficiaries.

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

company (we, Western Reserve Life Assurance Co. of Ohio ("Western Reserve").
us, our)

death benefit The amount we will pay to the beneficiary on the Insured's death. We will
proceeds reduce the death benefit proceeds by the amount of any outstanding loan
amount and any due and unpaid monthly deduction. We will
increase the death benefit proceeds by any interest you paid
in advance on the loan for the period between the date of
death and the next Policy anniversary.

fixed account An option to which you may allocate premiums and Cash Value. We
guarantee that any amounts you allocate to the fixed account
will earn interest at a declared rate.

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 whose life is insured by this Policy.

issue age The Insured's age on his or her birthday nearest to the Policy Date.

lapse When life insurance coverage ends because you do not have enough Cash
Value in the Policy to pay the monthly deduction, the Surrender Charges and
any outstanding loan amount and you have not made a sufficient payment by
the end of a grace period.

</TABLE>

<PAGE>

loan amount The total amount of all outstanding Policy loans, including both principal and
interest due.

maturity date The Policy anniversary nearest the Insured's 95th birthday.
It is the date when life insurance coverage under this Policy ends.

minimum The amount shown on your Policy schedule page that we use during the no
monthly lapse period to determine whether a grace period will begin. We make this
guarantee determination whenever your Net Surrender Value is not enough to meet
premium monthly deductions.

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.

net premium The part of your premium that we allocate to the fixed account or the
subaccounts. The net premium is equal to the premium you paid minus the
premium expense charges.

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, minus any outstanding loan amount, plus
any interest you paid in advance on the loan for the period
between the date of surrender and the next Policy anniversary.

no lapse date For a Policy issued to any Insured ages 0-60, the no lapse date is either the
number of years to attained age 65 or the twentieth Policy anniversary,
whichever is less. For a Policy issued to an Insured ages 61-80, the no lapse
date is the fifth Policy anniversary. The no lapse date is specified in your
Policy.

no lapse period The period of time between the Policy Date and the no lapse date during
which the Policy will not lapse if certain conditions are met.

Office Our administrative office at P.O. Box 5068, Clearwater, Florida 33758-5068.
Our phone number is 1-800-851-9777.

planned periodic A premium you make in a level amount at a fixed interval over
premium a specified period of time.

Policy Date The date when our underwriting process is complete, life insurance coverage
goes into effect, we begin to deduct the monthly deductions, and your
net premiums are allocated to the WRL J.P. Morgan Money Market
subaccount. The Policy Date is shown on the schedule page of your
Policy. We measure Policy months, years, and anniversaries from the Policy Date.

Portfolio One of the separate investment portfolios of the Fund(s).

premiums All payments you make under the Policy other than loan repayments.

Record Date The date we record your Policy on our books as an in force Policy, and we
allocate your Cash Value from the WRL J.P. Morgan Money Market subaccount
to the Accounts that you elected on your application.

</TABLE>

<PAGE>

separate account WRL Series Life Account. It is a separate investment account that is divided
into subaccounts. We established the separate account to receive and invest
net premiums under the Policy and other variable life insurance policies we
issue.

Specified The minimum death benefit we will pay under the Policy provided the Policy
Amount is in force. It is the amount shown on the Policy's schedule page, unless you
decrease the Specified Amount. In addition, we will reduce the Specified
Amount by the dollar amount of any cash withdrawal if you choose the Option A death benefit.

subaccount A subdivision of the separate account that invests exclusively in shares of one
investment portfolio of the Fund(s).

Surrender If, during the first 15 Policy years, you fully surrender the
Charge Policy, we will deduct a Surrender Charge from the Cash Value.

termination When the Insured's life is no longer insured under the Policy.

Valuation Date Each day the New York Stock Exchange is open for trading.

Valuation Period The period beginning at the end of one Valuation Date and continuing to the
end of the next Valuation Date.

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 The person entitled to exercise all rights as owner under Policy.
owner)

</TABLE>

<PAGE>

APPENDIX B
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 a given premium was paid and the
return on the assets in the subaccounts were 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 premium indicated, you do not
decrease your Specified Amount, and you do not take any cash 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___ on a Policy for an Insured who is a 35
year old male in the Ultimate Select, non-tobacco use, rate class, annual
premiums of $2,000, a $165,000 Specified Amount and death benefit Option A. The
illustration on that page also assumes Cost of Insurance Charges based on our
CURRENT cost of insurance rates.

The illustration on page___ is based on the same factors as those on page,
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 0.90% of the average net assets of the subaccounts during the first 15
Policy years (we intend to reduce this charge to 0.75% after the first fifteen
Policy years. However, we do not guarantee that we will do so); (2) estimated
daily expenses equivalent to an effective average annual expense level of 0.95%
of the Portfolios' average daily net assets; and (3) all applicable premium
expense charges and Cash Value charges using the current Monthly Policy Charge.
The 0.95% average Portfolio expense level assumes an equal allocation of amounts
among the sixteen subaccounts. It is based on an average 0.76% investment
advisory fee and estimated 1998 average normal operating expenses of 0.19% for
each of the Portfolios in operation during 1998. We used annualized actual
audited expenses incurred during 1998 for the following Portfolios to calculate
the average annual expense level: WRL J.P. Morgan Money Market (0.48%), WRL
AEGON Bond (0.64%), WRL Janus Growth (0.87%), WRL LKCM Strategic Total Return
(0.88%), WRL VKAM Emerging Growth (0.93%), WRL Janus Global (1.00%), WRL Alger
Aggressive Growth (0.96%), WRL AEGON Balanced (0.94%), WRL Federated Growth &
Income (0.96%), WRL C.A.S.E. Growth (1.00%), WRL Dean Asset Allocation (0.87%),
WRL NWQ Value Equity (0.89%), WRL GE/Scottish Equitable International Equity
(1.50%), WRL GE U.S. Equity (1.30%), WRL Third Avenue Value (___%), and WRL J.P.
Morgan Real Estate Securities (__%) Portfolios. WRL Management has undertaken
until April 30, 2000 to pay expenses to the extent normal operating expenses

<PAGE>

of a Portfolio exceed a stated percentage of the Portfolio's average daily net
assets. Taking into account the assumed charges of 1.85%, the gross annual
investment return rates of 0%, 6% and 12% are equivalent to net annual
investment return rates of -1.85%, 4.15%, and 10.15%.

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.

<PAGE>

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

Specified Amount $165,000 Ultimate Select Class
Annual Premium $2,000 Option Type A

Using Current Cost of Insurance Rates

END OF PREMIUMS DEATH BENEFIT
POLICY ACCUMULATED ASSUMING HYPOTHETICAL GROSS AND NET
YEAR AT 5% ANNUAL INVESTMENT RETURN OF
0.00% (Gross) 6.00% (Gross) 12.00% (Gross)
-1.85% (Net) Years 1-15 4.15% (Net) Years 1-15 10.15% (Net) Years 1-15
-1.70 (Net) Years 16+ 4.30% (Net) Years 16+ 10.30% (Net) Years 16+
<S> <C> <C> <C> <C>
1 2,100 165,000 165,000 165,000
2 4,305 165,000 165,000 165,000
3 6,620 165,000 165,000 165,000
4 9,051 165,000 165,000 165,000
5 11,604 165,000 165,000 165,000
6 14,284 165,000 165,000 165,000
7 17,098 165,000 165,000 165,000
8 20,053 165,000 165,000 165,000
9 23,156 165,000 165,000 165,000
10 26,414 165,000 165,000 165,000
15 45,315 165,000 165,000 165,000
20 69,439 165,000 165,000 165,000
30(AGE 65) 139,522 165,000 165,000 350,392
40(AGE 75) 253,680 165,000 165,000 835,319
50(AGE 85) 439,631 * 243,143 2,180,297
60(AGE 95) 742,526 * 370,066 5,464,998
</TABLE>

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
0.00% (Gross) 6.00% (Gross) 12.00% (Gross) 0.00% (Gross) 6.00% (Gross) 12.00% (Gross)
-1.85% (Net) 4.15% (Net) 10.15% (Net) -1.85% (Net) 4.15% (Net) 10.15% (Net)
Years 1-15 Years 1-15 Years 1-15 Years 1-15 Years 1-15 Years 1-15
-1.70% (Net) 4.30% (Net) 10.30% (Net) -1.70% (Net) 4.30% (Net) 10.30% (Net)
Years 16+ Years 16+ Years 16+ Years 16+ Years 16+ Years 16+
<S> <C> <C> <C> <C> <C> <C>
1 1,533 1,636 1,739 0 0 0
2 3,034 3,335 3,650 473 775 1,089
3 4,500 5,099 5,748 1,939 2,538 3,187
4 5,933 6,930 8,055 3,372 4,369 5,494
5 7,323 8,822 10,581 4,763 6,261 8,020
6 8,671 10,775 13,348 6,366 8,470 11,043
7 9,973 12,790 16,377 7,924 10,741 14,329
8 11,230 14,870 19,699 9,438 13,077 17,906
9 12,423 16,995 23,320 10,886 15,459 21,784
10 13,560 19,179 27,285 12,280 17,899 26,004
15 18,707 31,403 54,102 18,707 31,403 54,102
20 22,563 45,876 98,120 22,563 45,876 98,120
30(AGE 65) 24,844 83,234 287,206 24,844 83,234 287,206
40(AGE 75) 15,092 139,423 780,672 15,092 139,423 780,672
50(AGE 85) * 231,565 2,076,473 * 231,565 2,076,473
60(AGE 95) * 366,402 5,410,889 * 366,402 5,410,889
</TABLE>

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

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future rates of return. Actual investment rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations by an owner and the different investment rates of return
for the Fund. The death benefit, Cash Value and Net Surrender Value for a Policy
would be different from those shown if the actual investment rates of return
averaged 0%, 6% and 12% over a period of years, but fluctuated above or below
that average for individual Policy years. No representation can be made by
Western Reserve or the Fund that these hypothetical investment rates of return
can be achieved for any one year or sustained over any period of time. This
illustration must be preceded or accompanied by a current prospectus.

<PAGE>

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

Specified Amount $165,000 Ultimate Select Class
Annual Premium $2,000 Option Type A

Using Guaranteed Cost of Insurance Rates

END OF PREMIUMS DEATH BENEFIT
POLICY ACCUMULATED ASSUMING HYPOTHETICAL GROSS AND NET
YEAR AT 5% ANNUAL INVESTMENT RETURN OF
0.00% (Gross) 6.00% (Gross) 12.00% (Gross)
-1.85% (Net) Years 1-15 4.15% (Net) Years 1-15 10.15% (Net) Years 1-15
-1.70% (Net) Years 16+ 4.30% (Net) Years 16+ 10.30% (Net) Years 16+
<S> <C> <C> <C> <C>
1 2,100 165,000 165,000 165,000
2 4,305 165,000 165,000 165,000
3 6,620 165,000 165,000 165,000
4 9,051 165,000 165,000 165,000
5 11,604 165,000 165,000 165,000
6 14,284 165,000 165,000 165,000
7 17,098 165,000 165,000 165,000
8 20,053 165,000 165,000 165,000
9 23,156 165,000 165,000 165,000
10 26,414 165,000 165,000 165,000
15 45,315 165,000 165,000 165,000
20 69,439 165,000 165,000 165,000
30(AGE 65) 139,522 165,000 165,000 338,577
40(AGE 75) 253,680 * 165,000 790,954
50(AGE 85) 439,631 * 168,822 2,009,977
60(AGE 95) 742,526 * 251,743 4,793,024
</TABLE>

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
0.00% (Gross) 6.00% (Gross) 12.00% (Gross) 0.00% (Gross) 6.00% (Gross) 12.00% (Gross)
-1.85% (Net) 4.15% (Net) 10.15% (Net) -1.85% (Net) 4.15% (Net) 10.15% (Net)
Years 1-15 Years 1-15 Years 1-15 Years 1-15 Years 1-15 Years 1-15
-1.70% (Net) 4.30% (Net) 10.30% (Net) -1.70% (Net) 4.30% (Net) 10.30% (Net)
Years 16+ Years 16+ Years 16+ Years 16+ Years 16+ Years 16+
<S> <C> <C> <C> <C> <C> <C>
1 1,533 1,636 1,739 0 0 0
2 3,005 3,306 3,619 444 745 1,058
3 4,435 5,030 5,676 1,874 2,469 3,115
4 5,822 6,810 7,926 3,261 4,249 5,365
5 7,165 8,646 10,386 4,604 6,085 7,825
6 8,462 10,538 13,078 6,157 8,233 10,773
7 9,711 12,485 16,021 7,662 10,436 13,973
8 10,912 14,490 19,244 9,120 12,697 17,452
9 12,063 16,552 22,772 10,526 15,015 21,235
10 13,164 18,674 26,638 11,884 17,394 25,357
15 18,158 30,576 52,833 18,158 30,576 52,833
20 21,549 44,341 95,606 21,549 44,341 95,606
30(AGE 65) 18,675 76,012 277,522 18,675 76,012 277,522
40(AGE 75) * 111,214 739,210 * 111,214 739,210
50(AGE 85) * 160,783 1,914,264 * 160,783 1,914,264
60(AGE 95) * 249,250 4,745,568 * 249,250 4,745,568
</TABLE>

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

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. 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 for the Fund. The death benefit, Cash Value and Net Surrender Value for a
Policy would be different from those shown if the actual investment rates of
return averaged 0%, 6% and 12% over a period of years, but fluctuated above or
below that average for individual Policy years. No representation can be made by
Western Reserve or the Fund that these hypothetical investment rates of return
can be achieved for any one year or sustained over any period of time. This
illustration must be preceded or accompanied by a current prospectus.

<PAGE>

APPENDIX C
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 1997. All results assume reinvestment of dividends
on stocks or coupons on bonds and no taxes. Transaction costs are not included,
except in the small stock index starting in 1982.

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

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

<PAGE>

[COMPOUND ANNUAL RETURN GRAPH]

COMPOUND ANNUAL RATES OF RETURN BY DECADE

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

- ----------------
* Based on the period 1926-1929.
** Based on the period 1990-1997.

Source: (c)STOCKS, BONDS, BILLS AND INFLATION 1998 YEARBOOK/trademark/,
Ibbotson Associates, Inc., Chicago (annually updates work by Roger G. Ibbotson
and Rex A. Sinquefield). Used with permission. All rights reserved.

<PAGE>

APPENDIX D
SURRENDER CHARGE PER THOUSAND
(BASED ON THE GENDER AND RATE CLASS OF THE INSURED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

MALE MALE FEMALE FEMALE
ISSUE ULTIMATE SELECT/ ULTIMATE STANDARD/ ULTIMATE SELECT/ ULTIMATE STANDARD/
AGE SELECT STANDARD SELECT STANDARD
<S> <C> <C> <C> <C>
0 N/A 11.76 N/A 11.76
1 N/A 8.16 N/A 8.16
2 N/A 8.16 N/A 8.16
3 N/A 7.92 N/A 7.92
4 N/A 7.68 N/A 7.68
5 N/A 7.68 N/A 7.68
6 N/A 7.68 N/A 7.68
7 N/A 7.68 N/A 7.68
8 N/A 7.68 N/A 7.68
9 N/A 7.68 N/A 7.68
10 N/A 7.68 N/A 7.68
11 N/A 7.68 N/A 7.68
12 N/A 7.68 N/A 7.68
13 N/A 7.92 N/A 7.92
14 N/A 8.16 N/A 8.16
15 N/A 8.40 N/A 8.40
16 N/A 8.52 N/A 8.52
17 N/A 8.88 N/A 8.88
18 8.72 9.20 8.72 9.20
19 8.84 9.32 8.84 9.32
20 8.96 9.44 8.96 9.44
21 9.16 9.88 9.16 9.64
22 9.32 10.04 9.32 9.80
23 9.52 10.24 9.52 10.00
24 9.68 10.40 9.68 10.40
25 9.88 10.84 9.88 10.60
26 10.56 11.28 10.32 11.04
27 11.00 11.72 10.76 11.48
28 11.40 12.12 11.16 12.12
29 12.08 12.80 11.84 12.56
30 12.52 13.24 12.28 13.00
31 13.04 14.00 12.80 13.52
32 13.76 14.48 13.52 14.24
33 14.28 15.24 14.04 14.76
34 14.76 15.96 14.52 15.48
35 15.52 16.48 15.28 16.00
</TABLE>

<PAGE>

APPENDIX D -- (CONTINUED)
SURRENDER CHARGE PER THOUSAND
(BASED ON THE GENDER AND RATE CLASS OF THE INSURED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MALE MALE FEMALE FEMALE
ISSUE ULTIMATE SELECT/ ULTIMATE STANDARD/ ULTIMATE SELECT/ ULTIMATE STANDARD/
AGE SELECT STANDARD SELECT STANDARD
<S> <C> <C> <C> <C>
36 16.20 17.40 15.96 16.92
37 17.20 18.40 16.72 17.92
38 18.12 19.56 17.64 18.60
39 19.08 20.76 18.36 19.56
40 20.28 21.96 19.32 20.52
41 21.64 23.56 20.68 22.12
42 23.08 25.24 22.12 23.80
43 24.44 27.08 23.15 25.40
44 26.04 29.16 23.86 26.96
45 27.44 31.04 24.59 27.83
46 28.72 32.80 25.38 28.76
47 29.84 34.56 26.22 29.73
48 31.00 36.32 27.11 30.75
49 32.24 38.32 28.04 31.84
50 33.56 40.56 29.05 32.99
51 34.98 42.56 30.11 34.20
52 36.49 45.24 31.24 35.48
53 38.10 47.68 32.45 36.84
54 39.83 50.84 33.72 38.28
55 41.68 53.28 35.09 39.79
56 43.63 55.79 36.54 41.39
57 45.74 57.00 38.08 43.06
58 47.98 57.00 39.74 44.88
59 50.38 57.00 41.54 46.85
60 52.97 57.00 43.47 48.97
61 55.74 57.00 45.57 51.26
62 57.00 57.00 47.82 53.73
63 57.00 57.00 50.26 56.41
64 57.00 57.00 52.88 57.00
65 57.00 57.00 55.68 57.00
66 and over 57.00 57.00 57.00 57.00
</TABLE>

WRL00159-05/99

<PAGE>

Index to Financial Statements
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

WRL SERIES LIFE ACCOUNT:

Report of Independent Accountants dated January ____, 1999.

Statements of assets, liabilities and equity accounts and statements of
operations for the year ended December 31, 1998. Statements of changes in equity
accounts for the years ended December 31, 1998 and 1997.

Selected per unit data and ratios for the years ended December 31, 1998, 1997,
1996, 1995 and 1994.

Notes to Financial Statements

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Report of Independent Auditors dated February ____, 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

<PAGE>
PART II.
OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

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

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

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

STATEMENT WITH RESPECT TO INDEMNIFICATION

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

OHIO GENERAL CORPORATION LAW

SECTION 1701.13 AUTHORITY OF CORPORATION.

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

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

II-1
<PAGE>
(a) Any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;

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

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

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

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

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

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

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

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

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

II-2
<PAGE>
deliberate intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;

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

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

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

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

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

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

SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

ARTICLE EIGHTH

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

II-3
<PAGE>
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendre or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

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

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

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

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

II-4
<PAGE>
that a written undertaking need not be submitted to the corporation shall in no
way affect the entitlement of indemnification as authorized by this article.

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

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

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

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

AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

II-5
<PAGE>
RULE 484 UNDERTAKING

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

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet
The Prospectus, consisting of 78 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 (6)
(2) Not Applicable
(3) Distribution of Policies:
(a) Master Service and Distribution Compliance
Agreement (8)
(b) Broker/Dealer Supervisory and Service
Agreement (5)
(c) See Exhibit 1.A.(3)(b)(ii)
(4) Not Applicable
(5) Specimen Flexible Premium Variable Life Insurance
Policy (2)
(6) (a) Second Amended Articles of Incorporation of
Western Reserve (5)
(b) Amended Code of Regulations (By-Laws) of Western
Reserve (5)
(7) Not Applicable
(8) (a) Investment Advisory Agreement with the Fund (6)
(b) Sub-Advisory Agreement (6)
(9) Not Applicable
(10) Application for Flexible Premium Variable Life Insurance
Policy (2)
(11) Memorandum describing issuance, transfer and redemption
procedures (4)

II-6
<PAGE>
2. See Exhibit 1.A.(4)

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

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 (3)

7. Consent of Thomas E. Pierpan, Esq. (3)

8. Consent of Sutherland Asbill & Brennan LLP (8)

9. Consent of Ernst & Young LLP (8)

10. Consent of PricewaterhouseCoopers LLP (8)

11. (a) Powers of Attorney (7)
(b) Power of Attorney - James R. Walker (1)

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

(1) 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.

(2) This exhibit was previously filed on the Form S-6 Registration Statement
dated March 14, 1997 (File No. 333-23359) and is incorporated herein by
reference.

(3) This exhibit was previously filed on Pre-Effective Amendment No. 1 to
Form S-6 Registration Statement dated July 8, 1997 (File No. 333-23359)
and is incorporated herein by reference.

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

(5) 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.

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

(7) 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.

(8) To be filed by amendment.

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, WRL
Series Life Account has duly caused this Post-Effective Amendment No. 3 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 2nd day of February,
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 Secretary Chairman of the Board,
and Associate General Counsel Chief Executive Officer
and President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 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 February 2, 1999
- -----------------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President

/s/ ALLAN J. HAMILTON February 2, 1999
- -----------------------------
Allan J. Hamilton, Vice President,
Treasurer and Controller

/s/ ALAN M. YAEGER February 2, 1999
- -----------------------------
Alan M. Yaeger, Executive Vice
President, Actuary and Chief
Financial Officer*

- ------
*Principal Financial Officer
<PAGE>
/s/ PATRICK S. BAIRD February 2, 1999
- -----------------------------
Patrick S. Baird, Director ***/

/s/ JAMES R. WALKER February 2, 1999
- -----------------------------
James R. Walker, Director ***/

/s/ LYMAN H. TREADWAY February 2, 1999
- -----------------------------
Lyman H. Treadway, Director ***/

/s/ JACK E. ZIMMERMAN February 2, 1999
- -----------------------------
Jack E. Zimmerman, Director ***/

***/ /s/ THOMAS E. PIERPAN
-----------------------
Signed by: Thomas E. Pierpan
as Attorney-in-fact
<PAGE>
Exhibit Index

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

3(a). Master Service and Distribution Compliance Agreement*

8. Consent of Sutherland Asbill & Brennan LLP*

9. Consent of Ernst & Young LLP*

10. Consent of PricewaterhouseCoopers LLP*

- -------------------------
* To be filed by amendment.